Common use of Prosecution, Defense and Settlement of Claims; Indemnification Clause in Contracts

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Partnership as may be necessary to enforce or protect the interests of the Limited Partnership. The General Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Partnership assets and income, and, finally, out of the assets of the General Partner. B. The General Partner and its Affiliates shall have no liability to the Limited Partnership or to any Unit Holders for any loss suffered by the Limited Partnership which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner and its Affiliates, in good faith, determined that such course of conduct was in the best interests of the Limited Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its Affiliates. The General Partner and its Affiliates shall be indemnified by the Limited Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its Affiliates. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets and Income of the Limited Partnership and no Unit Holder or Limited Partner shall have any liability therefor. C. Notwithstanding the above, the General Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Partnership shall not incur the cost of the portion of any insurance which insures any party against any liability as to which such party is herein prohibited from being indemnified. E. For purposes of this Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Managing Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited NPI Partnership as may be necessary to enforce or protect the interests of the Limited NPI Partnership. The General Managing Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited NPI Partnership assets and incomeIncome, and, finally, out of the assets of the General PartnerManaging Partner and the general partner of the Limited Partnership. B. The General Managing Partner and its Affiliates shall have no liability to the Limited NPI Partnership or to any Partner or Unit Holders for any loss suffered by the Limited NPI Partnership which arises out of any action or inaction of the General Managing Partner or its Affiliates if the General Managing Partner and its Affiliates, in good faith, determined that such course of conduct was in the best interests of the Limited NPI Partnership and such course of conduct did not constitute negligence or misconduct of the General Managing Partner or its Affiliates. The General Managing Partner and its Affiliates shall be indemnified by the Limited NPI Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it them in connection with the Limited NPI Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Managing Partner or its Affiliates. Any indemnification under this Section 4.10 4.8 shall be satisfied solely out of the assets Assets and Income of the Limited NPI Partnership. All amounts payable under this Section 4.8 shall be a liability of the NPI Partnership only and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Managing Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Managing Partner shall apprise the court of the current published positions, if any, of the federal, the Massachusetts State Securities Administrator Administrators and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited NPI Partnership shall not incur the cost costs of the that portion of any insurance which insures any party against the Managing Partner for any liability as to which such party the Managing Partner is herein prohibited from being indemnifiedindemnified under Section 4.8. E. For purposes of this Section 4.104.8, the term Affiliates Affiliate shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited NPI Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Partnership as may be necessary to enforce or protect the interests of the Limited Partnership. The General Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available thereforthere-- for, next, out of the Limited Partnership assets and income, and, finally, out of the assets of the General Partner. B. The General Partner and its Affiliates shall have no liability to the Limited Partnership or to any Unit Holders for any loss suffered by the Limited Partnership which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner and its AffiliatesPartner, in good faith, determined that such course of conduct was in the best interests of the Limited Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesPartner. The General Partner and its Affiliates shall be indemnified by the Limited Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesPartner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets and Income of the Limited Partnership and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator federal and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Partnership shall not incur the cost of the portion of any insurance which insures any party against any liability as to which such party is herein prohibited from being indemnified. E. For purposes of this Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Managing Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Production Partnership as may be necessary to enforce or protect the interests of the Limited Production Partnership. The General Managing Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Production Partnership assets and incomeIncome, and, finally, out of the assets of the General PartnerManaging Partner and the general partner of the Limited Partnership. B. The General Managing Partner and its Affiliates shall have no liability to the Limited Production Partnership or to any Partner or Unit Holders for any loss suffered by the Limited Production Partnership which arises out of any action or inaction of the General Managing Partner or its Affiliates if the General Partner and its AffiliatesManaging Partner, in good faith, determined that such course of conduct was in the best interests of the Limited Production Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesManaging Partner. The General Managing Partner and its Affiliates shall be indemnified by the Limited Production Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Production Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesManaging Partner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets Assets and Income of the Limited Production Partnership. All amounts payable under this Section 4.10 shall be a liability of the Production Partnership only and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Managing Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Managing Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator federal and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Production Partnership shall not incur the cost costs of the that portion of any insurance which insures any party against the Managing Partner for any liability as to which such party the Managing Partner is herein prohibited from being indemnified. E. For purposes of this indemnified under Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Partnership as may be necessary to enforce or protect the interests of the Limited Partnership. The General Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Partnership assets and income, and, finally, out of the assets of the General Partner. B. The General Partner and its Affiliates shall have no liability to the Limited Partnership or to any Unit Holders for any loss suffered by the Limited Partnership which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner and its AffiliatesPartner, in good faith, determined that such course of conduct was in the best interests of the Limited Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesPartner. The General Partner and its Affiliates shall be indemnified by the Limited Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesPartner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets and Income of the Limited Partnership and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator and other applicable state securities 3ecurities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Partnership shall not incur the cost of the portion of any insurance which insures any party against any liability as to which such party is herein prohibited from being indemnified. E. For purposes of this Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Partnership as may be necessary to enforce or protect the interests of the Limited Partnership. The General Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Partnership assets and income, and, finally, out of the assets of the General Partner. B. The General Partner and its Affiliates shall have no liability to the Limited Partnership or to any Unit Holders for any loss suffered by the Limited Partnership which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner and its AffiliatesPartner, in good faith, determined that such course of conduct was in the best interests of the Limited Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesPartner. The General Partner and its Affiliates shall be indemnified by the Limited Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesPartner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets and Income of the Limited Partnership and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator federal and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Partnership shall not incur the cost of the portion of any insurance which insures any party against any liability as to which such party is herein prohibited from being indemnified. E. For purposes of this Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Partner shall arrange to prosecute, defend, settle settle, or compromise actions at law or in equity at the expense of the Limited Partnership as may be necessary to enforce or protect the interests of the Limited Partnership. The General Partner shall satisfy any judgment, decree, decision decision, or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Partnership assets and incomeRevenues, and, finally, out of the assets of the General Partner. B. The Neither the General Partner and nor any of its Affiliates shall have no any liability to the Limited Partnership or to any Unit Holders Holder for any liability or loss suffered by the Limited Partnership which arises out of any action or inaction of the General Partner or its Affiliates such Affiliate if the General Partner and its Affiliatesor such Affiliate, in good faith, determined determines that such course of conduct was in the best interests of the Limited Partnership Partnership, the General Partner or such Affiliate was acting on behalf of or performing services for the Partnership, and such course liability or loss was not the result of conduct did not constitute negligence or misconduct of the General Partner or its Affiliatessuch Affiliate. The General Partner and each of its Affiliates shall be indemnified by the Limited Partnership against any losses, judgments, liabilities, expenses expenses, and amounts paid in settlement of any claims sustained by it or them in connection with the Limited Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its Affiliatessuch Affiliate. Any indemnification under this Section 4.10 shall be satisfied recoverable solely out of the tangible net assets and Income of the Limited Partnership. All amounts payable under this Section 4.10 shall be a liability of the Partnership only and no the Unit Holder or Limited Partner shall Holders and the Depositary will not have any liability therefor. C. Notwithstanding the aboveforegoing, the General Partner and Partner, its Affiliates Affiliates, and any Person acting as a broker-dealer shall not be indemnified for liabilities any losses, liabilities, or expenses arising under from or out of an alleged violation of federal and state securities laws by such party unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations and as to the court approves such indemnification and the litigation costs thereofparticular indemnitee; or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the court approves settlement and related costs should be made, and such indemnification and the litigation costs thereof. In any such case, the General Partner shall apprise indemnitee has apprised the court of the current published positions, if any, positions of the federal, Massachusetts State Securities Administrator and other applicable Exchange Commission and the position of any state securities administrators regulatory authorities of those states in which the plaintiffs claim they were offered or sold Units regarding indemnification for violations of program sponsors security laws prior to obtaining court approval of any such indemnification. D. The Limited Partnership shall not incur the cost costs of the that portion of any insurance which insures any party the General Partner against any liability as to which such party the General Partner is herein prohibited from being indemnifiedindemnified under this Section 4.10; provided, however, that the Partnership shall not be precluded from purchasing and paying for such types of insurance, including extended coverage liability, casualty, and workers' compensation insurance, as is customary in the oil and gas industry. E. For purposes The advancement of this Section 4.10, Partnership funds to the term General Partner or its Affiliates shall include for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only those Affiliates, as defined in Article I, performing if the Partnership has adequate funds available therefor and the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Limited Partnership; (ii) the legal action is initiated by a third party who is not a Unit Holder, or the legal action is initiated by a Unit Holder and a court of competent jurisdiction specifically approves such advancement; and (iii) the General Partner or its Affiliates undertake to repay the advanced funds to the Partnership, together with the applicable legal rate of interest thereon, in cases in which such party is found not to be entitled to indemnification.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Managing Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Production Partnership as may be necessary to enforce or protect the interests of the Limited Production Partnership. The General Managing Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Production Partnership assets and incomeIncome, and, finally, out of the assets of the General PartnerManaging Partner and the general partner of the Limited Partnership. B. The General Managing Partner and its Affiliates shall have no liability to the Limited Production Partnership or to any Partner or Unit Holders for any loss suffered by the Limited Production Partnership which arises out of any action or inaction of the General Managing Partner or its Affiliates if the General Partner and its AffiliatesManaging Partner, in good faith, determined that such course of conduct was in the best interests of the Limited Production Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesManaging Partner. The General Managing Partner and its Affiliates shall be indemnified by the Limited Production Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Production Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesManaging Partner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets Assets and Income of the Limited Production Partnership. All amounts payable under this Section 4.10 shall be a liability of the Production Partnership only and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Managing Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Managing Partner shall apprise the court of the current published positions, if any, of the federal, the Massachusetts State Securities Administrator and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Production Partnership shall not incur the cost costs of the that portion of any insurance which insures any party against the Managing Partner for any liability as to which such party the Managing Partner is herein prohibited from being indemnified. E. For purposes of this indemnified under Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Managing Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Production Partnership as may be necessary to enforce or protect the interests of the Limited Production Partnership. The General Managing Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Production Partnership assets and incomeIncome, and, finally, out of the assets of the General PartnerManaging Partner and the general partner of the Limited Partnership. B. The General Managing Partner and its Affiliates shall have no liability to the Limited Production Partnership or to any Partner or Unit Holders for any loss suffered by the Limited Production Partnership which arises out of any action or inaction of the General Managing Partner or its Affiliates if the General Partner and its AffiliatesManaging Partner, in good faith, determined that such course of conduct was in the best interests of the Limited Production Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesManaging Partner. The General Managing Partner and its Affiliates shall be indemnified by the Limited Production Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Production Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesManaging Partner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets Assets and Income of the Limited Production Partnership. All amounts payable under this Section 4.10 shall be a liability of the Production Partnership only and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Managing Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the time litigation costs thereof; or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In in any such case, the General Managing Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator federal and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Production Partnership shall not incur the cost costs of the that portion of any insurance which insures any party against the Managing Partner for any liability as to which such party the Managing Partner is herein prohibited from being indemnified. E. For purposes of this indemnified under Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Managing Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Production Partnership as may be necessary to enforce or protect the interests of the Limited Production Partnership. The General Managing Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Production Partnership assets and incomeIncome, and, finally, out of the assets of the General PartnerManaging Partner and the general partner of the Limited Partnership. B. The General Managing Partner and its Affiliates shall have no liability to the Limited Production Partnership or to any Partner, or Unit Holders for any loss suffered by the Limited Production Partnership which arises out of any action or inaction of the General Managing Partner or its Affiliates if the General Partner and its AffiliatesManaging Partner, in good faith, determined that such course of conduct was in the best interests of the Limited Production Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesManaging Partner. The General Managing Partner and its Affiliates shall be indemnified by the Limited Production Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Production Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesManaging Partner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets Assets and Income of the Limited Production Partnership. All amounts payable under this Section 4.10 shall be a liability of the Production Partnership only and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Managing Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Managing Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator federal and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Production Partnership shall not incur the cost costs of the that portion of any insurance which insures any party against the Managing Partner for any liability as to which such party the Managing Partner is herein prohibited from being indemnified. E. For purposes of this indemnified under Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Managing Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited Production Partnership as may be necessary to enforce or protect the interests of the Limited Production Partnership. The General Managing Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited Production Partnership assets and incomeIncome, and, finally, out of the assets of the General PartnerManaging Partner and the general partner of the Limited Partnership. B. The General Managing Partner and its Affiliates shall have no liability to the Limited Production Partnership or to any Partner or Unit Holders for any loss suffered by the Limited Production Partnership which arises out Out of any action or inaction of the General Managing Partner or its Affiliates if the General Partner and its AffiliatesManaging Partner, in good faith, determined that such course of conduct was in the best interests of the Limited Production Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its AffiliatesManaging Partner. The General Managing Partner and its Affiliates shall be indemnified by the Limited Production Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Limited Production Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its AffiliatesManaging Partner. Any indemnification under this Section 4.10 shall be satisfied solely out of the assets Assets and Income of the Limited Production Partnership. All amounts payable under this Section 4.10 shall be a liability of the Production Partnership only and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Managing Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Managing Partner shall apprise the court of the current published positions, if any, of the federal, Massachusetts State Securities Administrator federal and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited Production Partnership shall not incur the cost costs of the that portion of any insurance which insures any party against the Managing Partner for any liability as to which such party the Managing Partner is herein prohibited from being indemnified. E. For purposes of this indemnified under Section 4.10, the term Affiliates shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited Partnership.

Prosecution, Defense and Settlement of Claims; Indemnification. A. The General Managing Partner shall arrange to prosecute, defend, settle or compromise actions at law or in equity at the expense of the Limited NPI Partnership as may be necessary to enforce or protect the interests of the Limited NPI Partnership. The General Managing Partner shall satisfy any judgment, decree, decision or settlement, first, out of any insurance proceeds available therefor, next, out of the Limited NPI Partnership assets and incomeIncome, and, finally, out of the assets of the General PartnerManaging Partner and the general partner of the Limited Partnership. B. The General Managing Partner and its Affiliates shall have no liability to the Limited NPI Partnership or to any Partner or Unit Holders holders for any loss suffered by the Limited NPI Partnership which arises out of any action or inaction of the General Managing Partner or its Affiliates if the General Managing Partner and its Affiliates, in good faith, determined that such course of conduct was in the best interests of the Limited NPI Partnership and such course of conduct did not constitute negligence or misconduct of the General Managing Partner or its Affiliates. The General Managing Partner and its Affiliates shall be indemnified by the Limited NPI Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it them in connection with the Limited NPI Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Managing Partner or its Affiliates. Any indemnification under this Section 4.10 4.8 shall be satisfied solely out of the assets Assets and Income of the Limited NPI Partnership. All amounts payable under this Section 4.8 shall be a liability of the NPI Partnership only and no Unit Holder Holders or Limited Partner shall Partners will have any liability therefor. C. Notwithstanding the above, the General Managing Partner and its Affiliates and any Person acting as a broker-dealer shall not be indemnified for liabilities arising under federal and state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving securities law violations and the court approves such indemnification and the litigation costs thereof; or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction and the court approves such indemnification and the litigation costs thereof. In any such case, the General Managing Partner shall apprise the court of the current published positions, if any, of the federal, the Massachusetts State Securities Administrator Administrators and other applicable state securities administrators regarding indemnification of program sponsors prior to obtaining court approval of any such indemnification. D. The Limited NPI Partnership shall not incur the cost costs of the that portion of any insurance which insures any party against the Managing Partner for any liability as to which such party the Managing Partner is herein prohibited from being indemnifiedindemnified under Section 4.8. E. For purposes of this Section 4.104.8, the term Affiliates Affiliate shall include only those Affiliates, as defined in Article I, performing services on behalf of the Limited NPI Partnership.