X. Xxxx Price Realty Income Fund IV, America s Sales-Commission-
Free Real Estate Limited Partnership
Amended and Restated Agreement of Limited Partnership
Section 21. Indemnification
Section 21.1 Agreement to Indemnify. The General
Partner and its Affiliates (as defined below) shall have no
liability to the Partnership or to any Partner for any loss
suffered by the Partnership which arises out of any action or
inaction of the General Partner or its Affiliates if the General
Partner or its Affiliates, in good faith, determined that such
course of conduct was in the best interest of the Partnership and
such course of conduct did not constitute negligence or
misconduct of the General Partner or its Affiliates. Subject to
the provisions hereof and to the maximum extent permitted by law,
the Partnership shall indemnify, save harmless and pay all
judgments and claims against the General Partner or its
Affiliates, from any liability, loss or damage incurred by them
or by the Partnership by reason of any act performed or omitted
to be performed by them in connection with the business of the
Partnership, including costs and attorneys fees and any amount
expended in the settlement of any claim of liability, loss or
damage, provided that, (a) if such liability, loss, damage or
claim arises out of any action or inaction of a Affiliate, such
actions or inactions must have occurred while such parties were
engaged in activities which could have been engaged in by the
General Partner in its capacity as such; (b) if such liability,
loss, damage or claim arises out of any action or inaction of a
General Partner or an Affiliate, the General Partner or the
Affiliate (as the case may be) must have determined, in good
faith, that such course of conduct was in the best interests of
the Partnership; (c) such conduct did not constitute negligence
or misconduct; and (d) any such indemnification shall be
recoverable only from the assets of the Partnership and not from
the assets of the Limited Partners. All judgments against the
Partnership and the General Partner and its Affiliates, wherein
the General Partner or its Affiliates are entitled to
indemnification, must first be satisfied from Partnership assets
before the General Partner and its Affiliates are responsible for
these obligations. Nothing contained herein shall constitute a
waiver by any Limited Partner of any right which he may have
against any party under federal or state securities laws. As
used in this Article 21, the term Affiliate shall mean Ii) the
General Partner and (ii) any person acting with the scope of the
General Partner s authority who performs services on behalf of
the Partnership and who or which: (1) directly or indirectly
controls, is controlled by, or is under common control with the
General Partner; (2) owns or controls 10% or more of the
outstanding voting securities of the General Partner; (3) is an
officer, director, partner or trustee of the General Partner; or
(4) if the General Partner is an officer, director, partner or
trustee, is any company for which the General Partner acts in any
such capacity. The General Partner shall not cause the
Partnership to purchase insurance covering liabilities of the
General Partner or its Affiliates for which the General Partner
or its Affiliates may not be indemnified pursuant to this Article
21.
Section 21.2 Limitations. Notwithstanding Paragraph
21.1, the General Partner, its Affiliates and broker-dealers
shall not be indemnified pursuant to Paragraph 21.1 from any
liability, loss or damage incurred by them in connection with (a)
any claim or settlement involving allegations that federal or
state securities laws were violated by the General Partner, its
Affiliates or broker-dealers unless: (A) there has been a
successful adjudication on the merits of each count involving
alleged securities law violations as to the particular indemnitee
and the court must approve any indemnification of litigation
costs, (B) such claims have been dismissed with prejudice on the
merits by a court of competent jurisdiction as to the particular
indemnitee and the court must approve any indemnification of
litigation costs, or (C) a court of competent jurisdiction
approves a settlement of the claims against a particular
indemnitee, and finds that indemnification of the settlement and
related costs should be made, after being advised as to the
current position of both the Securities and Exchange Commission,
the California Commissioner of Corporations, and the
Massachusetts, Pennsylvania, Tennessee, and Missouri Division of
Securities regarding indemnification for violations of securities
law; or (b) any liability imposed by law, including liability for
negligence or misconduct.
