Common use of Indemnification of Protected Persons Clause in Contracts

Indemnification of Protected Persons. To the fullest extent permitted by law, the Partnership shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including, without limitation, legal fees or other expenses incurred in investigating or defending against any such losses, claims, damages or liabilities, and any amounts expended in settlement of any claims approved by the General Partner (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) performed or omitted to be performed in connection with the activities of the Partnership or the Master Fund; (ii) by reason of the fact that it is or was acting in connection with the activities of the Partnership or the Master Fund in any capacity or that it is or was serving at the request of the Partnership or the Master Fund as a partner, shareholder, member, director, officer, employee or Specified Agent of any Person, including the Master Fund, the Offshore Fund, any Special Purpose Investment Vehicle, Alternative Investment Vehicle or Healthcare Company; or (iii) by reason of any other act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Partnership or the Master Fund; applicable securities laws, a material breach of the performance of its obligations under this Agreement, the Master Fund Agreement or the Offshore Fund Agreement or a material breach of fiduciary duties, (B) with respect to the Manager, a material breach of the Management Agreement that is the result of such Protected Person’s own fraud, gross negligence, willful misconduct, bad faith or breach of a fiduciary duty and (C) with respect to a Protected Person that is a member of the Advisory Committee solely with respect to matters related to the Advisory Committee, such Protected Person’s own fraud. The General Partner shall provide the Advisory Committee with notice of a proposed indemnity payment in excess of and will provide the Advisory Committee with documents and information reasonably requested by the Advisory Committee that relate to such indemnity payment. For the avoidance of doubt, no Protected Person will be indemnified for any economic loss that results solely from the investment returns of the Partnership. Notwithstanding anything to the contrary in this Section 5.4, “internal disputes” shall be excluded from the types of claims indemnified hereunder. For purposes of the preceding sentence, an “internal dispute” is a claim or proceeding in which: (i) the General Partner, the Manager or any owner or employee of the General Partner or the Manager is asserting a claim against one or more of the General Partner, the Manager or any owner or employee of the General Partner or the Manager and (ii) neither the Partnership nor any Investor Limited Partner could reasonably be expected to receive any monetary benefit from the outcome of such proceeding. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 5.4, the Partners intend that, to the maximum extent permitted by law, as between (i) Healthcare Companies, (ii) insurance providers and (iii) the Partnership, this Section

Indemnification of Protected Persons. To the fullest extent permitted by law, the Partnership Company shall indemnify, hold harmless, protect and defend each Protected Person from and against any and all losses, claims, damages damages, costs, liabilities and/or actions, suits or liabilitiesproceedings (whether civil, includingcriminal, without limitationadministrative or investigative and whether such action, suit or proceeding is brought or initiated by the Company or a third party), including legal fees or other expenses incurred in investigating or defending against any such losses (including trade error losses), claims, damages damages, costs, liabilities or liabilitiesactions, suits or proceedings, and any amounts expended in settlement of any claims approved by the General Partner Company and/or the Adviser (as applicable) (collectively, “Liabilities”), ) to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) performed or omitted to be performed on behalf of the Company, its Adviser and/or any of their respective Affiliates or otherwise in connection with the activities business of the Partnership Company or the Master Fundits investment activities; (ii) by reason of the fact that it such Protected Person is or was acting (or omitting to act) in connection with the activities business of the Partnership Company or the Master Fund its investment activities or its investment adviser in any capacity or that it is or was serving at the request of the Partnership or the Master Fund Company as a direct or indirect partner, shareholderstockholder, member, director, officer, employee or Specified Agent employee, manager, trustee, and/or legal representative of any Person, including the Master Fund, the Offshore Fund, any Special Purpose Investment Vehicle, Alternative Investment Vehicle subsidiary or Healthcare Companyany issuer; or (iii) by reason of any other act or omission or alleged act or omission (even if negligent) arising out of or in connection with the activities of the Partnership or the Master FundCompany; applicable securities lawsunless, in each case, such Liability (x) was determined by a material breach court of the performance of its obligations under this Agreement, the Master Fund Agreement or the Offshore Fund Agreement or a material breach of fiduciary duties, (B) with respect competent jurisdiction to the Manager, a material breach of the Management Agreement that is the result of have resulted from such Protected Person’s own intentional and material breach of this Agreement, fraud, willful misfeasance or gross negligencenegligence or (y) results from claims or proceedings arising solely out of internal disputes between or among direct or indirect partners of the Adviser. In addition, willful misconduct, bad faith the Company may indemnify and hold harmless other service providers of the Company on the same or breach of a fiduciary duty and similar (Cor other) terms as those described herein with respect to a Protected Person that is a member of the Advisory Committee solely with respect to matters related to the Advisory Committee, such Protected Person’s own fraud. The General Partner shall provide the Advisory Committee with notice of a proposed indemnity payment in excess of and will provide the Advisory Committee with documents and information reasonably requested by the Advisory Committee that relate to such indemnity payment. For the avoidance of doubt, no Protected Person will be indemnified for any economic loss that results solely from the investment returns of the Partnership. Notwithstanding anything to the contrary in this Section 5.4, “internal disputes” shall be excluded from the types of claims indemnified hereunder. For purposes of the preceding sentence, an “internal dispute” is a claim or proceeding in which: (i) the General Partner, the Manager or any owner or employee of the General Partner or the Manager is asserting a claim against one or more of the General Partner, the Manager or any owner or employee of the General Partner or the Manager and (ii) neither the Partnership nor any Investor Limited Partner could reasonably be expected to receive any monetary benefit from the outcome of such proceeding. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 5.4, the Partners intend that, to the maximum extent permitted by law, as between (i) Healthcare Companies, (ii) insurance providers and (iii) the Partnership, this SectionPersons.