RESTRICTION ON INDEMNIFICATION Clause Samples

RESTRICTION ON INDEMNIFICATION. Except as provided in Section 8.5 of this Agreement, notwithstanding Section 14.1 of this Agreement, the General Partner and any officer, Affiliate, director, employee, agent, subsidiary or assign of the General Partner or of the Partnership shall not be indemnified against any liability, cost, settlement, loss or damage incurred by the General Partner in connection with (i) any claim or settlement arising from or out of a violation of state or federal securities laws associated with the offer and sale of the Units by the General Partner or by any the other person unless (a) the General Partner or other persons seeking indemnification are successful in defending such action, and (b) such indemnification is specifically approved by a court of competent jurisdiction which shall have been advised as to the current positions of, both, the Securities and Exchange Commission and the State of California Commissioner of Corporations regarding indemnification for violations of securities laws before seeking court approval or (ii) any liability imposed by law, including liability for fraud, bad faith or negligence, and the provisions of Paragraph 8.5.1 of this Agreement have been satisfied by the General Partner. IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE SECURITIES ACT OF 1933 IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE. 24 25 15.

RESTRICTION ON INDEMNIFICATION. In no event shall Buyers be liable to any Seller Indemnified Party for damages pursuant to Section 9.2(a)(i)(1) until the aggregate amount of damages pursuant to such Section for which the Buyers is obligated to provide indemnity exceeds $1,000,000 (the "Buyer Indemnity Deductible"), after which Buyers shall have liability for the amount of such resulting Losses in excess of $1,000,000, but in no event shall Buyers' liability under Section 9.2(a)(i)(1) exceed an aggregate amount of $10,000,000, not including the amount of the Buyer Indemnity Deductible (the "Buyer Indemnity Cap") (other than with respect to a breach of the representations contained in Sections 5.2 and 5.4 as to which to the Buyer Indemnity Deductible and the Buyer Indemnity Cap shall not apply). In no event shall Sellers be liable to any Buyer Indemnified Party for damages pursuant to Sections 9.2(a)(iii)(A)(1) or 9.2(a)(iii)(B)(1) until the aggregate amount of damages pursuant to such Sections for which Sellers (taken collectively) are obligated to provide indemnity exceeds $1,000,000 (the "Sellers Indemnity Deductible), after which AAPT Seller, for itself, or the CAP Sellers, for themselves, jointly and severally, shall have liability for the amount of such resulting Losses in excess of $1,000,000, but in no event shall Sellers' liability under Sections 9.2(a)(iii)(A)(1) or 9.2(a)(iii)(B)(1) exceed an aggregate amount of $10,000,000, not including the amount of the Sellers Indemnity Deductible (the "Sellers' Indemnity Cap") (other than with respect to a breach of the representations contained in Sections 4.2 and 4.19 as to which to the Seller Indemnity Deductible of the Seller Indemnity Cap shall not apply). For the avoidance of doubt, the Buyer Indemnity Deductible and the Sellers Indemnity Deductible and Buyer Indemnity Cap and Seller Indemnity Cap set forth in this Section 9.2(c) shall not affect Buyers' or Sellers' payment obligations in connection with Article 2 (other than as provided in Sections 2.4(g)(ii)), Sections 9.2(a)(i)(2)-(5), 9.2(a)(iii)(A)(2)-(4) or 9.2(a)(iii)(B)(2)-(4), or Article 11, as applicable.

RESTRICTION ON INDEMNIFICATION. No indemnification or advance shall be made under this Article, except as provided in Sections 4, 5(d) and 6 hereof, in any circumstance where it appears that it would be inconsistent with (a) a provision of the Articles of Incorporation of the Corporation, its bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or (b) any condition expressly imposed by a court in approving a settlement.