Common use of Treatment of Management Board, Advisory Committee, Et al Clause in Contracts

Treatment of Management Board, Advisory Committee, Et al. No member of the Management Board, the Management Team or the Advisory Committee (and no Limited Partner represented by any such Person) shall be a fiduciary of the Partnership or of any Partner. No member of the Advisory Committee and no SLR Designee shall be liable to any Partner or the Partnership for any reason (other than fraud or willful misconduct on the part of such person) including for any mistake in judgment, any action or inaction taken or omitted to be taken, or for any loss due to any mistake, action or inaction, and no Limited Partner represented by any such Person shall be liable to the Partnership or any Partner for the acts or omissions of such person in such capacity (or than as a result of fraud or willful misconduct). The participation by a person on the Management Board, the Management Team or the Advisory Committee shall not be construed to constitute participation by such person in the control of the business of the Partnership so as to make such person liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. The participation by the representative of any Limited Partner on the Management Board or the Advisory Committee in the activities of the Management Board or Advisory Committee shall not be construed to constitute participation by such Limited Partner in the control of the business of the Partnership so as to make such Limited Partner liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. No Limited Partner who has appointed a member of the Management Board or Advisory Committee shall be deemed to be an Affiliate of the Partnership or the Managing General Partner solely by reason of such appointment. In the absence of fraud or willful misconduct on the part of a member of the Advisory Committee or an SLR Designee, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless each such member of the Advisory Committee and each SLR Designee, and each Limited Partner represented by any such person, with respect to the Partnership (and their respective heirs and legal and personal representatives) 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 (including any action by or in the right of the Partnership or any of the Partners), by reason of any actions or omissions or alleged acts or omissions arising out of such Person’s activities in connection with serving on the Management Board or the Advisory Committee against losses, damages or expenses (including reasonable attorney’s fees, judgments, fines and amounts paid in settlement) actually incurred by such person in connection with such actions, suit or proceedings; provided that any person entitled to indemnification from the Partnership hereunder shall obtain the written consent of the Managing General Partner (which consent shall not be unreasonably withheld) prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such person. The Partnership shall advance to any member of the Advisory Committee, any SLR Designee or any Limited Partner represented by any such person, reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of conduct which is the subject of the indemnification provided hereunder; provided, however, that each such Person must agree, as a condition to receiving any such advance, that in the event such person receives any advance, such Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that such person was not entitled to indemnification under this Section 6.3.

Treatment of Management Board, Advisory Committee, Et al. No member of the Management Board, the Management Team or the Advisory Committee (and no Limited Partner represented by any such Person) shall be a fiduciary of the Partnership or of any Partner. No member of the Advisory Committee and no SLR Designee shall be liable to any Partner or the Partnership for any reason (other than fraud or willful misconduct on the part of such person) including for any mistake in judgment, any action or inaction taken or omitted to be taken, or for any loss due to any mistake, action or inaction, and no Limited Partner represented by any such Person shall be liable to the Partnership or any Partner for the acts or omissions of such person in such capacity (or than as a result of fraud or willful misconduct). The participation by a person on the Management Board, the Management Team or the Advisory Committee shall not be construed to constitute participation by such person in the control of the business of the Partnership so as to make such person liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. The participation by the representative of any Limited Partner on the Management Board or the Advisory Committee in the activities of the Management Board or Advisory Committee shall not be construed to constitute participation by such Limited Partner in the control of the business of the Partnership so as to make such Limited Partner liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. No Limited Partner who has appointed a member of the Management Board or Advisory Committee shall be deemed to be an Affiliate of the Partnership or the Managing General Partner solely by reason of such appointment. In the absence of fraud or willful misconduct on the part of a member of the Advisory Committee or an SLR Designee, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless each such member of the Advisory Committee and each SLR Designee, and each Limited Partner 49 represented by any such person, with respect to the Partnership (and their respective heirs and legal and personal representatives) 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 (including any action by or in the right of the Partnership or any of the Partners), by reason of any actions or omissions or alleged acts or omissions arising out of such Person’s activities in connection with serving on the Management Board or the Advisory Committee against losses, damages or expenses (including reasonable attorney’s fees, judgments, fines and amounts paid in settlement) actually incurred by such person in connection with such actions, suit or proceedings; provided that any person entitled to indemnification from the Partnership hereunder shall obtain the written consent of the Managing General Partner (which consent shall not be unreasonably withheld) prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such person. The Partnership shall advance to any member of the Advisory Committee, any SLR Designee or any Limited Partner represented by any such person, reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of conduct which is the subject of the indemnification provided hereunder; provided, however, that each such Person must agree, as a condition to receiving any such advance, that in the event such person receives any advance, such Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that such person was not entitled to indemnification under this Section 6.3.

Treatment of Management Board, Advisory Committee, Et al. No member of the Management Board, the Management Team or the Advisory Committee (and no Limited Partner represented by any such Person) shall be a fiduciary of the Partnership or of any Partner. No member of the Management Board, the Management Team or the Advisory Committee and no SLR Designee shall be liable to any Partner or the Partnership for any reason (other than fraud or willful misconduct on the part of such person) including for any mistake in judgment, any action or inaction taken or omitted to be taken, or for any loss due to any mistake, action or inaction, and no Limited Partner represented by any such Person shall be liable to the Partnership or any Partner for the acts or omissions of such person in such capacity (or than as a result of fraud or willful misconduct). The participation by a person on the Management Board, the Management Team or the Advisory Committee shall not be construed to constitute participation by such person in the control of the business of the Partnership so as to make such person liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. The participation by the representative of any Limited Partner on the Management Board or the Advisory Committee in the activities of the Management Board or Advisory Committee shall not be construed to constitute participation by such Limited Partner in the control of the business of the Partnership so as to make such Limited Partner liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. No Limited Partner who has appointed a member of the Management Board or Advisory Committee shall be deemed to be an Affiliate of the Partnership or the Managing General Partner solely by reason of such appointment. In the absence of fraud or willful misconduct on the part of a member of the Management Board, the Management Team or the Advisory Committee or an SLR DesigneeCommittee, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless each such member of the Management Board, the Management Team and Advisory Committee and each SLR DesigneeCommittee, and each Limited Partner represented by any such person, with respect to the Partnership (and their respective heirs and legal and personal representatives) 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 (including any action by or in the right of the Partnership or any of the Partners), by reason of any actions or omissions or alleged acts or omissions arising out of such Person’s 's activities in connection with serving on the Management Board Board, the Management Team or the Advisory Committee against losses, damages or expenses (including reasonable attorney’s 's fees, judgments, fines and amounts paid in settlement) actually incurred by such person in connection with such actions, suit or proceedings; provided that any person entitled to indemnification from the Partnership hereunder shall obtain the written consent of the Managing General Partner (which consent shall not be unreasonably withheld) prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such person. The Partnership shall advance to any member of the Management Board, the Management Team or the Advisory Committee, any SLR Designee or any Limited Partner represented by any such person, reasonable attorneys’ ' fees and other costs and 44 expenses incurred in connection with the defense of any action or proceeding which arises out of conduct which is the subject of the indemnification provided hereunder; provided, however, that each such Person must agree, as a condition to receiving any such advance, that in the event such person receives any advance, such Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that such person was not entitled to indemnification under this Section 6.3.

Treatment of Management Board, Advisory Committee, Et al. No member of the Management Board, the Management Team or the Advisory Committee (and no Limited Partner represented by any such Person) shall be a fiduciary of the Partnership or of any Partner. No member of the Advisory Committee and no SLR Designee shall be liable to any Partner or the Partnership for any reason (other than fraud or willful misconduct on the part of such person) including for any mistake in judgment, any action or inaction taken or omitted to be taken, or for any loss due to any mistake, action or inaction, and no Limited Partner represented by any such Person shall be liable to the Partnership or any Partner for the acts or omissions of such person in such capacity (or than as a result of fraud or willful misconduct). The participation by a person on the Management Board, the Management Team or the Advisory Committee shall not be construed to constitute participation by such person in the control of the business of the Partnership so as to make such person liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. The participation by the representative of any Limited Partner on the Management Board or the Advisory Committee in the activities of the Management Board or Advisory Committee shall not be construed to constitute participation by such Limited Partner in the control of the business of the Partnership so as to make such Limited Partner liable as a general partner for the debts and obligations of the Partnership for purposes of the Act. No Limited Partner who has appointed a member of the Management Board or Advisory Committee shall be deemed to be an Affiliate of the Partnership or the Managing General Partner solely by reason of such appointment. In the absence of fraud or willful misconduct on the part of a member of the Advisory Committee or an SLR Designee, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless each such member of the Advisory Committee and each SLR Designee, and each Limited Partner represented by any such person, with respect to the Partnership (and their respective heirs and 45 legal and personal representatives) 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 (including any action by or in the right of the Partnership or any of the Partners), by reason of any actions or omissions or alleged acts or omissions arising out of such Person’s 's activities in connection with serving on the Management Board or the Advisory Committee against losses, damages or expenses (including reasonable attorney’s 's fees, judgments, fines and amounts paid in settlement) actually incurred by such person in connection with such actions, suit or proceedings; provided that any person entitled to indemnification from the Partnership hereunder shall obtain the written consent of the Managing General Partner (which consent shall not be unreasonably withheld) prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such person. The Partnership shall advance to any member of the Advisory Committee, any SLR Designee or any Limited Partner represented by any such person, reasonable attorneys’ ' fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of conduct which is the subject of the indemnification provided hereunder; provided, however, that each such Person must agree, as a condition to receiving any such advance, that in the event such person receives any advance, such Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that such person was not entitled to indemnification under this Section 6.3.