Indemnification and Exculpation of Indemnitees Sample Clauses

Indemnification and Exculpation of Indemnitees. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.
Indemnification and Exculpation of Indemnitees. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise. Notwithstanding the foregoing, the Partnership shall not provide for indemnification for an Indemnitee for any liability or loss suffered by any of them in contravention of Delaware law and unless all of the following conditions are met:
Indemnification and Exculpation of Indemnitees. (a) Subject to the limitations of Section 6.03(b), to the maximum extent permitted under the Act in effect from time to time and subject to the limitations of Section II.G. of the NASAA Guidelines, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “Claims”), that relate to the operations of the Partnership, the General Partner or any of the Partnership’s Subsidiaries in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that in no event shall this Section 6.03(a) enlarge the indemnification permitted below under Section 6.03(b).
Indemnification and Exculpation of Indemnitees. 23 SECTION 6.04
Indemnification and Exculpation of Indemnitees. (a) The Partnership shall, subject to the limitations imposed by Virginia statutory or decisional law, as amended or interpreted, indemnify and pay or reimburse reasonable expenses to an Indemnitee, provided, that: (i) the Indemnitee has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interest of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services on the part of the Partnership; (iii) such liability or loss was not the result of negligence, misconduct or a knowing violation of the criminal law or any federal or state securities laws on the part of the Indemnitee; and (iv) such indemnification or agreement to be, held harmless is recoverable only out of the net assets of the Partnership.
Indemnification and Exculpation of Indemnitees. The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, dam ages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of an y criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of an y proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.3(a). The termination of an y proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a). Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under an y agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. T...
Indemnification and Exculpation of Indemnitees. 20 6.04 Liability of the General Partner....................... 22 6.05 Reimbursement of General Partner....................... 23 6.06
Indemnification and Exculpation of Indemnitees. 22 6.04 Liability of the General Partner. 24 6.05 Partnership Obligations. 25 6.06 Outside Activities. 25 6.07 Employment or Retention of Affiliates. 26 6.08 General Partner Activities. 26
Indemnification and Exculpation of Indemnitees. ............................................................... 17 6.4 LIABILITY OF THE GENERAL PARTNER................................................................................ 19 6.5 REIMBURSEMENT OF GENERAL PARTNER................................................................................ 20 6.6
Indemnification and Exculpation of Indemnitees. .................................................24 6.04 LIABILITY OF THE GENERAL PARTNER..................................................................26 6.05 REIMBURSEMENT OF GENERAL PARTNER..................................................................27 6.06 OUTSIDE ACTIVITIES................................................................................28 6.07 EMPLOYMENT OR RETENTION OF AFFILIATES.............................................................28 6.08 GENERAL PARTNER PARTICIPATION.....................................................................28 6.09 TITLE TO PARTNERSHIP ASSETS.......................................................................29