Common use of Indemnification of Other Parties Clause in Contracts

Indemnification of Other Parties. The Partnership will indemnify and hold harmless, but only to the extent of Assets Under Management (less any Outstanding Leverage and any outstanding debt of the Partnership permitted under 13 CFR §107.560), the Limited Partners and members of any Partnership committee or board [(including the Advisory Board)] who is not an Affiliate of the General Partner or the Investment Adviser/Manager, from any and all Indemnifiable Costs which may be incurred by or asserted against such person or entity by any third party on account of any matter or transaction of the Partnership, which matter or transaction occurred during the time that such person has been a Limited Partner or member of any Partnership committee or board. Discretion to Indemnify. The Partnership has power, in the discretion of the General Partner, to agree to indemnify on the same terms and conditions applicable to persons indemnified under Section 3.10(b), any person who is or was serving, under a prior written request from the Partnership, as a consultant to, agent for or representative of the Partnership as a director, manager, officer, employee, agent of or consultant to another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by the person in any such capacity, or arising out of the person's status as such. Compliance with Standard of Care. No person may be entitled to claim any indemnity or reimbursement under Section 3.10(a), (b) or (c) in respect of any Indemnifiable Cost that may be incurred by such person which results from the failure of the person to act in accordance with the provisions of this Agreement and the applicable standard of care stated in Section 3.09. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent, will not, of itself, preclude a determination that such person acted in accordance with the applicable standard of care stated in Section 3.09.

Indemnification of Other Parties. The Partnership will indemnify and hold harmless, but only to the extent of Assets Under Management (less any Outstanding Leverage and any outstanding debt of the Partnership permitted under 13 CFR §107.560), the Limited Partners and members of any Partnership committee or board [(including the Advisory Board)] who is not an Affiliate of the General Partner or the Investment Adviser/Manager, from any and all Indemnifiable Costs which may be incurred by or asserted against such person or entity by any third party on account of any matter or transaction of the Partnership, which matter or transaction occurred during the time that such person has been a Limited Partner or member of any Partnership committee or board. Discretion to Indemnify. The Partnership has power, in the discretion of the General Partner, to agree to indemnify on the same terms and conditions applicable to persons indemnified under Section 3.10(b), any person who is or was serving, under a prior written request from the Partnership, as a consultant to, agent for or representative of the Partnership as a director, manager, officer, employee, agent of or consultant to another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by the person in any such capacity, or arising out of the person's status as such. Compliance with Standard of Care. No person may be entitled to claim any indemnity or reimbursement under Section 3.10(a), (b) or (c) in respect of any Indemnifiable Cost that may be incurred by such person which results from the failure of the person to act in accordance with the provisions of this Agreement and the applicable standard of care stated in Section 3.09. The termination of any action, suit or proceeding 56 Sections 314(a) and 314(b) of the SBIC Act provide: Wherever a licensee violates any provision of this Act or regulation issued thereunder by judgmentreason of its failure to comply with the terms thereof or by reason of its engaging in any act or practice which constitutes or will constitute a violation thereof, ordersuch violation shall be deemed to be also a violation and an unlawful act on the part of any person who, settlementdirectly or indirectly, convictionauthorizes, orders, participates in, or plea causes, brings about, counsels, aids, or abets in the commission of nolo contendere any acts, practices, or its equivalenttransactions which constitute or will constitute, will notin whole or in part, such violation. It shall be unlawful for any officer, director, employee, agent, or other participant in the management or conduct of itselfthe affairs of a licensee to engage in any act or practice, preclude or to omit any act, in breach of his fiduciary duty as such officer, director, employee, agent, or participant, if, as a determination that such person acted result thereof, the licensee has suffered or is in accordance with the applicable standard imminent danger of care stated in Section 3.09suffering financial loss or other damage.