Common use of Exculpation of the General Partners Clause in Contracts

Exculpation of the General Partners. The Managing General Partner, the Non-Managing General Partner and their respective Affiliates, and the direct or indirect members, managers, partners, shareholders, officers, directors, employees, agents and legal representatives of the Managing General Partner, the Non-Managing General Partner and any such Affiliate, including any officer of the Partnership and any Investment Advisor (in each case, an “Indemnified Person”), shall not be liable to any Partner or the Partnership for any act or failure to act on behalf of the Partnership or of any Operating Company, except to the extent such act or failure to act constitutes gross negligence, recklessness, willful misconduct or bad faith on the part of the Indemnified Person, a knowing violation of law by the Indemnified Person or a material breach by the Indemnified Person of its obligations under this Agreement. Each of the Managing General Partner and the Non-Managing General Partner may exercise any of the powers granted to it hereunder and perform any of the duties imposed upon it hereunder either directly or by or through agents and shall not be responsible for any misconduct or negligence on the part of any such agent selected with reasonable care. Each of the Managing General Partner and the Non-Managing General Partner may rely, and shall be protected in acting or refraining from acting, and shall be deemed to have acted in good faith and without gross negligence or willful misconduct, upon any consent, approval or any other action taken by the Limited Partners or the Advisory Committee, and upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Each of the Managing General Partner and the Non-Managing General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other professional consultants and advisers selected by it with reasonable care, and shall be fully protected and justified and shall be deemed to have acted in good faith and without gross negligence or willful misconduct, in any action or inaction which is taken or omitted to be taken in reasonable reliance upon the advice or opinion of such Persons as to matters within such Persons’ professional or expert competence. Neither the Managing General Partner nor the Non-Managing General Partner shall be liable to the Partnership or the Partners for the failure to perform any obligation that it cannot perform because the Partnership has insufficient funds to pay the cost and expense relative to such obligation.

Exculpation of the General Partners. The Managing General Partner, the Non-Managing General Partner and their respective Affiliates, and the direct or indirect members, managers, partners, shareholders, officers, directors, employees, agents and legal representatives of the Managing General Partner, the Non-Managing General Partner and any such Affiliate, including any officer of the Partnership and any Investment Advisor (in each case, an “Indemnified Person”), shall not be liable to any Partner or the Partnership for any act or failure to act on behalf of the Partnership or of any Operating Company, except to the extent such act or failure to act constitutes gross negligence, recklessness, willful misconduct or bad faith on the part of the Indemnified Person, a knowing violation of law by the Indemnified Person or a material breach by the Indemnified Person of its obligations under this Agreement. Each of the Managing General Partner and the Non-Managing General Partner may exercise any of the powers granted to it hereunder and perform any of the duties imposed upon it hereunder either directly or by or through agents and shall not be responsible for any misconduct or negligence on the part of any such agent selected with reasonable care. Each of the Managing General Partner and the Non-Managing General Partner may rely, and shall be protected in acting or refraining from acting, and shall be deemed to have acted in good faith and without gross negligence or willful misconduct, upon any consent, approval or any other action taken by the Limited Partners or the Advisory Committee, and upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Each of the Managing General Partner and the Non-Managing General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other professional consultants and advisers selected by it with reasonable care, and shall be fully protected and justified and shall be deemed to have acted in good faith and without gross negligence or willful misconduct, in any action or inaction which is taken or omitted to be taken in reasonable reliance upon the advice or opinion of such Persons as to matters within such Persons’ professional or expert competence. Neither the Managing General Partner nor the Non-Managing General Partner shall be liable to the Partnership or the Partners for the failure to perform any obligation that it cannot perform because the Partnership has insufficient funds to pay the cost and expense relative to such obligation.. SECTION 6.2