General Partner’s Liability; Indemnification Clause Samples

General Partner’s Liability; Indemnification. 6.6.1 Exculpation To the fullest extent permitted by law, none of the General Partner, the AIFM, the Management Company, the Administrator, their Affiliates (including KKR but excluding the Fund), the Senior Advisors, the Industry Advisors, the KKR Advisors, the Capstone Executives, the RPM Executives, the Partnership Representative, the Designated Individual nor the officers, directors, employees, partners, stockholders, members or (to the extent specifically agreed by the General Partner on behalf of the Fund) agents of any of the foregoing (each, a “Covered Person”) will be liable to the Fund, the Euro Fund, any other Parallel Vehicle, any Feeder Fund or any Alternative Vehicle or to any Partner for any losses sustained or liabilities incurred as a result of any act or omission taken or suffered by the General Partner or any such other Person if (a) the act or failure to act of the General Partner or such other Person was in good faith and in a manner it believed to be in, or not contrary to, the best interests of the Fund and (b) the conduct of the General Partner or such other Person did not constitute Malfeasance. The termination of an action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent will not, in and of itself, create a presumption or otherwise constitute evidence that the General Partner or such other Person is not entitled to exculpation hereunder; provided that a final, non-appealable judgment or order adverse to the General Partner or such other Person expressly covering the exculpation exceptions set forth in subclause (a) or (b) above will constitute evidence that the General Partner or such other Person is not so entitled to exculpation.

General Partner’s Liability; Indemnification. The General --------------------------------------------- Partner, and all agents acting on its or the Partnership's behalf, shall not be liable, responsible, or accountable, in damages or otherwise, to the Limited Partners or the Partnership for doing any act or failing to do any act, the effect of which may cause or result in loss or damage to the Partnership or the Limited Partners. The General Partner and any such agent shall be indemnified by the Partnership to the extent permitted by law and from the assets of the Partnership or at the expense of the Partnership against any liability or loss as a result of any claim or legal proceeding by any Person (including by or through the Partnership and any Limited Partners) relating to the performance or nonperformance of any act concerning the activities of the Partnership. The indemnification authorized by this Section 4.6 shall include any judgment, award, settlement, the payment of reasonable attorneys' fees and other expense (not limited to taxable costs) incurred in settling or defending any claims, threatened action or finally adjudicated legal proceeding. From time to time, as requested by the Person eligible for indemnification hereunder, such attorneys' fees and other expenses shall be advanced by the Partnership prior to the final disposition of such claims, actions or proceedings upon receipt by the Partnership of an undertaking by or on behalf of such Person eligible to be indemnified to repay such amounts if it shall be determined that such Person is not entitled to be indemnified as authorized in this Section 4.6. Notwithstanding the foregoing, the General Partner and all agents acting on its or the Partnership's behalf may be held liable for, and shall not be entitled to indemnity with respect to, conduct by it which is determined by a final non- appealable decision of a court of competent jurisdiction to be willful misconduct.

General Partner’s Liability; Indemnification