INDEMNIFICATION OF MANAGING PARTNER. The Managing Partner (and each officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner) shall be indemnified and held harmless by the Partnership and each Partner from and against all demands, liabilities, causes of action, costs and damages of any nature whatsoever arising out of or incidental to the taking of any actions as the Managing Partner authorized under this Agreement; provided, however, that the Managing Partner (or any officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner) shall not be entitled to indemnification under this Section 6.9 in the event that: (a) the matter in question is entirely unrelated to any actions taken as Managing Partner; (b) the matter in question arose out of the bad faith or willful misconduct of the Managing Partner (or any officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner); or (c) the matter in question arose out of the intentional breach by the Managing Partner of any obligations under this Agreement. The rights set forth in this Section 6.9 shall be cumulative of, and in addition to, any and all other rights, remedies and resources to which the Managing Partner (or any officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner) shall be entitled at law or in equity.
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INDEMNIFICATION OF MANAGING PARTNER. The Managing Partner ----------------------------------- (and each officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner) shall be indemnified and held harmless by the Partnership and each Partner from and against all demands, liabilities, causes of action, costs and damages of any nature whatsoever arising out of or incidental to the taking of any actions as the Managing Partner authorized under this Agreement; provided, however, that the Managing Partner (or any officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner) shall not be entitled to indemnification under this Section 6.9 in the event that: (a) the matter in question is entirely unrelated to any actions taken as Managing Partner; (b) the matter in question arose out of the bad faith or willful misconduct of the Managing Partner (or any officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner); or (c) the matter in question arose out of the intentional breach by the Managing Partner of any obligations under this Agreement. The rights set forth in this Section 6.9 shall be cumulative of, and in addition to, any and all other rights, remedies and resources to which the Managing Partner (or any officer, director, shareholder, agent, attorney, representative, contractor, adviser, appraiser, partner or employee of the Managing Partner) shall be entitled at law or in equity.
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