Common use of Standard of Liability Indemnification Clause in Contracts

Standard of Liability Indemnification. (a) The General Partner shall perform his duties under this Agreement with due care and in accordance with the good practices of the industry, but the General Partner shall have no liability whatsoever to the Partnership or a Limited Partner for any Damages suffered by the Partnership or a Limited Partner that arises out of any act or failure to act by the General Partner not amounting to fraud, willful misconduct, gross negligence or bad faith. (b) The Partnership shall indemnify, defend, and hold harmless the General Partner and its affiliates, shareholders, officers, directors, employees and agents from and against any Damages actually and reasonably incurred resulting from actions, omissions, or conduct concerning the business or activities undertaken by or on behalf of the Partnership, including, without limitation, any demands, claims, lawsuits, or proceedings initiated by a Limited Partner (or assignee); provided, that a court of competent jurisdiction upon entry of a final judgment shall find (or, if no final judgment is entered, an opinion is rendered to the Partnership by independent legal counsel) to the effect that the conduct that was the basis for such Damages was not the result of gross negligence or willful misconduct and was done in good faith and in the reasonable belief that it was in, or not opposed to, the best interests of the Partnership. The termination of any action, proceeding, or claim by judgment, order, or settlement shall not, of itself, create a presumption that the conduct in question was the result of willful malfeasance or gross negligence, or was not undertaken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Partnership. (c) To the extent permitted by law, expenses (including attorneys' fees) incurred by the General Partner or any person to be indemnified hereunder in defending any action, proceeding, or claim referred to in this Section 6.5 may be paid voluntarily by the Partnership in advance of the final disposition of the action, proceeding, or claim, provided, that the indemnified person or entity shall agree to reimburse the Partnership unless it is ultimately determined that indemnification of such expenses is permitted hereunder. (d) Nothing contained in this Section 6.5 shall increase the liability of any Limited Partner to the Partnership beyond the amount of such Partner's unredeemed capital contribution and his share of undistributed profits, if any, and any distributions and amounts received upon redemption of Units together with interest thereon. All rights to indemnification and payment of legal fees and expenses shall not be affected by the termination or dissolution of the Partnership or the withdrawal, insolvency, or dissolution of the General Partner or of any successor general partner. The General Partner shall be entitled to rely on advice of counsel and any act or omission of the General Partner pursuant to such advice shall not subject the General Partner to liability to the Partnership or to the Limited Partners. (e) In the event that the Partnership is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Partner's obligations or liabilities unrelated to the Partnership's business, such Partner (or assignees cumulatively) shall indemnify and reimburse the Partnership for all loss and expense incurred, including attorneys fees. (f) Notwithstanding Subsections 6.5 (b) and (c) above, indemnification will be permitted only to the extent permissible under, and subject to the conditions prescribed by, Applicable Law. (g) Notwithstanding Subsections 6.5 (b) and (c) above, no indemnification of the General Partner or any other party indemnified hereunder by the Partnership shall be permitted for Damages resulting from any violations of federal or state securities laws, or any other intentional or criminal wrongdoing.