Indemnification of the Partners. (a) To the maximum extent permitted by applicable law, the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of the General Partner or any officers or directors of the General Partner relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the General Partner, officer or director in connection with the business of the Partnership, including attorneys fees incurred by the General Partner, officer or director in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law. (b) In the event of any action by a Partner against the General Partner, including a Partnership derivative suit, the Partnership shall indemnify, save harmless, and pay all Expenses of the General Partner incurred in the defense of such action, if the General Partner obtains a favorable final nonappealable judgment in such action. (c) The Partnership shall indemnify, save harmless, and pay all Expenses of the General Partner if it, for the benefit of the Partnership, makes any deposit; acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and suffers any financial loss as the result of such action. (d) Notwithstanding anything to the contrary in any of Sections 5.5(a), 5.5(b) and 5.5(c) hereof, no Partner shall be indemnified from any liability for fraud, bad faith, willful misconduct, negligence or failure to perform in accordance with this Agreement. (e) Notwithstanding anything to the contrary in any of Sections 5.5(a), 5.5(b) and 5.5(c) hereof, in the event that any provision in any of such Sections is determined to be invalid in whole or in part, such Section shall be enforced to the maximum extent permitted by law. (f) Notwithstanding anything to the contrary in this Agreement, in no event will any indemnification set forth in this Section 5.5 subject the Limited Partner to personal liability.
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Indemnification of the Partners. (a) To the maximum extent permitted by applicable lawUnless otherwise provided in Section 5.05(e) hereof and subject to Section 5.05(f) hereof, the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Property) shall indemnify, save harmless, and pay all Expenses of any Partner, any Partner’s partner, any partners, stockholders, officers, directors, employees or agents of any of them relating to any Expenses incurred by reason of any act performed or omitted to be performed by any Partner, or officer, director, employee or agent of any Partner in connection with the business of the Partnership.
(b) Unless otherwise provided in Section 5.05(e) hereof and subject to Section 5.05(f) hereof, in the event of any action by any Limited Partner against the General Partner or officer or director of the General Partner, including a Partnership derivative suit, the Partnership, its receiver or its trustee (in the case of a receiver or trustee, to the extent of Property) shall indemnify, save harmless, and pay all Expenses of the General Partner Partner, officer or any officers or directors director incurred in the defense of the General Partner relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such action; provided that the General Partner, officer or director in connection with the business of the Partnership, including attorneys fees incurred by the General Partner, officer or director in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.
(b) In the event of any action by a Partner against the General Partner, including a Partnership derivative suit, the Partnership shall indemnify, save harmless, and pay all Expenses of the General Partner incurred in the defense of such action, if the General Partner obtains a favorable final nonappealable judgment in such action.
(c) The Partnership All indemnities provided for in this Agreement shall indemnify, save harmless, and pay all Expenses survive the transfer of the General Partner if it, for the benefit of the Partnership, makes any deposit; acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and suffers any financial loss as the result of such actiona Partner’s Interest.
(d) Notwithstanding anything The Partnership and the General Partner, jointly and severally, covenant and agree, unconditionally, absolutely and irrevocably, to indemnify and hold harmless each Class A Limited Partner from and against any and all Expenses arising out of or in connection with or by reason of any Person’s assertion that the liabilities, debts or other obligations of the Partnership are liabilities, debts or other obligations of such Class A Limited Partner; provided, however, that no such indemnification shall be required hereunder for any such Expenses resulting from any action taken by such Class A Limited Partner which exposes such Class A Limited Partner to liability as a general partner under Delaware law.
(e) Sections 5.05(a), 5.05(b), 5.05(c) and 5.05(d) hereof shall be enforced only to the contrary in any of Sections 5.5(a), 5.5(b) maximum extent permitted by law and 5.5(c) hereof, no Partner shall be indemnified from any liability for the fraud, willful misconduct, bad faith, willful misconduct, or gross negligence of itself or failure to perform in accordance with this Agreement.
(e) Notwithstanding anything to the contrary in any of Sections 5.5(a), 5.5(b) and 5.5(c) hereof, in the event that any provision in any of such Sections is determined to be invalid in whole or in part, such Section shall be enforced to the maximum extent permitted by lawits Affiliates.
(f) Notwithstanding anything to the contrary in this Agreement, in no event will any indemnification set forth in this Section 5.5 subject the Limited Partner to personal liability.
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