Common use of Responsibility of General Partners Clause in Contracts

Responsibility of General Partners. (a) The General Partners will not be liable, responsible or accountable for damages to any Partner or the Partnership for any act or omission to act on behalf of the Partnership that is in good faith and in a manner reasonably believed by such General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, unless such General Partners are guilty of gross negligence or willful misconduct with respect to such acts or omissions in breach of their fiduciary duty. (b) Any actions taken by a General Partner in the General Partner’s personal capacity as a director, officer, employee or shareholder of Republic Bancorp, Inc. or its successor will not constitute a violation of the General Partner’s duty of loyalty to the Partnership. Limited Partners representing a majority of the Limited Partner interests in the Partnership may authorize or ratify an act or transaction that otherwise would violate a General Partner’s duty of loyalty. (c) The Partnership will indemnify the General Partners for, and hold the General Partners harmless from, any liability, loss, cost, damage or expense (including reasonable attorney’ fees) incurred by the General Partners in connection with any act or omission to act not involving gross negligence or willful misconduct or bad faith in breach of their fiduciary duty to the Partnership.