Common use of Indemnification by the Partnership Clause in Contracts

Indemnification by the Partnership. The Partnership shall indemnify, defend, and hold harmless the General Partner and its Affiliates from and against any loss, liability, damage, cost, or expense (including attorneys’ and accountants’ fees and expenses incurred in defense of any demands, claims, or lawsuits) actually and reasonably incurred arising from any act, omission, activity, or conduct undertaken by or on behalf of the Partnership, including, without limitation, any demands, claims, or lawsuits initiated by a Limited Partner (or assignee thereof), provided that (1) the General Partner has determined, in good faith, that the act, omission, activity, or conduct giving rise to the claim for indemnification was in the best interests of the Partnership, and (2) the act, omission, activity, or conduct that was the basis for such loss, liability, damage, cost, or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, neither the General Partner nor any of its Affiliates nor any person acting as a broker-dealer shall be indemnified by the Partnership for any losses, liabilities, or expenses arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (3) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC, and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee, and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner in the right of the Partnership to which the General Partner or any Affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Act and this Section 14(b). The Partnership shall make advances to the General Partner or its Affiliates hereunder only if: (1) the demand, claim, lawsuit, or legal action relates to the performance of duties or services by such persons to the Partnership; (2) such demand, claim, lawsuit, or legal action is not initiated by a Limited Partner; and (3) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. Nothing contained in this Section 14(b) shall increase the liability of any Limited Partner to the Partnership beyond the amount of his unredeemed capital contribution, undistributed profits, if any, and any amounts received on distributions and redemptions and deemed received on Series Exchanges, together with interest thereon. All rights to indemnification and payment of attorneys’ and accountants’ fees and expenses shall not be affected by the termination of the Partnership or the withdrawal, insolvency, or dissolution of the General Partner. The Partnership shall not incur the cost of that portion of liability insurance which insures the General Partner and its Affiliates for any liability as to which the General Partner and its Affiliates are prohibited from being indemnified.

Indemnification by the Partnership. The Partnership shall indemnify, defend, and hold harmless the General Partner and its Affiliates from and against any loss, liability, damage, cost, or expense (including attorneys’ and accountants’ fees and expenses incurred in defense of any demands, claims, or lawsuits) actually and reasonably incurred arising from any act, omission, activity, or conduct undertaken by or on behalf of the Partnership, including, without limitation, any demands, claims, or lawsuits initiated by a Limited Partner (or assignee thereof), provided that (1) the General Partner has determined, in good faith, that the act, omission, activity, or conduct giving rise to the claim for indemnification was in the best interests of the Partnership, and (2) the act, omission, activity, or conduct that was the basis for such loss, liability, damage, cost, or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, neither the General Partner nor any of its Affiliates nor any person acting as a broker-dealer shall be indemnified by the Partnership for any losses, liabilities, or expenses arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (3) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC, and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee, and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner in the right of the Partnership to which the General Partner or any Affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Act and this Section 14(b). The Partnership shall make advances to the General Partner or its Affiliates hereunder only if: (1) the demand, claim, lawsuit, or legal action relates to the performance of duties or services by such persons to the Partnership; (2) such demand, claim, lawsuit, or legal action is not initiated by a Limited Partner; and (3) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. Nothing contained in this Section 14(b) shall increase the liability of any Limited Partner to the Partnership beyond the amount of his unredeemed capital contribution, undistributed profits, if any, and any amounts received on distributions and redemptions and deemed received on Series Exchanges, together with interest thereon. All rights to indemnification and payment of attorneys’ and accountants’ fees and expenses shall not be affected by the termination of the Partnership or the withdrawal, insolvency, or dissolution of the General Partner. The Partnership shall not incur the cost of that portion of liability insurance which insures the General Partner and its Affiliates for any liability as to which the General Partner and its Affiliates are prohibited from being indemnified.

Indemnification by the Partnership. The Partnership shall shall, to the fullest extent permitted by applicable law, indemnify, defend, and hold harmless the General and defend each Partner and its Affiliates Covered Persons from and against any loss, liabilityexpense, damage, cost, damage or expense injury suffered or sustained by such Person (including any judgment, award, settlement, reasonable attorneys’ and accountants’ fees and other costs or expenses incurred in connection with the defense of any demandsactual or threatened action, claimsproceeding or claim) by reason of or arising out of (i) such Person’s activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including the provision of Credit Support, (ii) such Person’s status as a Partner, Affiliates, representative, employee or officer of the Partnership or other applicable Person, or lawsuits(iii) actually the Partnership’s assets, Property, business or affairs (including the actions of any officer, director, member or employee of the Partnership or any Subsidiaries), in any case to except to the extent caused, contributed or exacerbated by the fraud, gross negligence or willful misconduct of such Partner or any of its Covered Persons. Reasonable expenses incurred by the indemnified Person in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Partnership in advance of the final disposition of such proceeding upon receipt by the Partnership of (a) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Partnership and reasonably incurred arising from any act, omission, activity, or conduct undertaken (b) a written agreement by or on behalf of the Partnership, including, without limitation, any demands, claims, or lawsuits initiated by a Limited Partner (or assignee thereof), provided that (1) the General Partner has determined, in good faith, that the act, omission, activity, or conduct giving rise such Person to the claim for indemnification was in the best interests of the Partnership, and (2) the act, omission, activity, or conduct that was the basis for repay such loss, liability, damage, cost, or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, neither the General Partner nor any of its Affiliates nor any person acting as a broker-dealer amount if it shall ultimately be indemnified by the Partnership for any losses, liabilities, or expenses arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits determined by a court of competent jurisdiction as that such Person has not met such standard of conduct, which agreement shall be an unlimited general obligation of the indemnified Person but need not be secured. Notwithstanding anything to the particular indemnitee, or (3) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approvalcontrary, the indemnitee must apprise the court satisfaction of the position of the SEC, any indemnification obligation pursuant to this Section 13.2 shall be from and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee, and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect limited to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner in the right of the Partnership and Subsidiary assets (including insurance and any agreements pursuant to which the General Partner or any Affiliate thereof is a party defendantPartnership, any the Subsidiaries and/or the indemnified Person are entitled to indemnification) and no Partner, in such person capacity, shall be indemnified only to the extent and subject to the conditions specified personal liability in the Act and this Section 14(b). The Partnership shall make advances to the General Partner or its Affiliates hereunder only if: (1) the demand, claim, lawsuit, or legal action relates to the performance respect of duties or services by such persons to the Partnership; (2) such demand, claim, lawsuit, or legal action is not initiated by a Limited Partner; and (3) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. Nothing contained in this Section 14(b) shall increase the liability of any Limited Partner to the Partnership beyond the amount of his unredeemed capital contribution, undistributed profits, if any, and any amounts received on distributions and redemptions and deemed received on Series Exchanges, together with interest thereon. All rights to indemnification and payment of attorneys’ and accountants’ fees and expenses shall not be affected by the termination of the Partnership or the withdrawal, insolvency, or dissolution of the General Partner. The Partnership shall not incur the cost of that portion of liability insurance which insures the General Partner and its Affiliates for any liability as to which the General Partner and its Affiliates are prohibited from being indemnifiedobligations.

Indemnification by the Partnership. The Partnership shall indemnify, defend, and hold harmless the General Partner (including controlling persons and its Affiliates a former General Partner who has withdrawn from the Partnership) from and against any loss, liability, damage, cost, cost or expense (including attorneys’ and accountants’ fees fees, and expenses incurred in defense of any demands, claims, claims or lawsuits) actually and reasonably incurred arising from any act, omission, activity, actions or conduct omissions concerning the business or activities undertaken by or on behalf of the Partnership, including, without limitation, from any demands, claims, or lawsuits initiated by a Limited Partner source only if all of the following conditions are satisfied: (or assignee thereof), provided that (1i) the General Partner has determined, in good faith, that the act, omission, activity, course of conduct which caused the loss or conduct giving rise to the claim for indemnification liability was in the best interests of the Partnership, and (2ii) the actGeneral Partner was acting on behalf of or performing services for the Partnership, omission, activity, (iii) such liability or conduct that was the basis for such loss, liability, damage, cost, or expense loss was not the result of negligence or misconduct or negligenceby the General Partner, and (iv) such indemnification is recoverable only out of the Partnership’s assets and not from the Limited Partners. Notwithstanding anything to the contrary contained in the foregoing, neither In no event shall the General Partner nor or any of its Affiliates nor any person acting as a broker-dealer shall be indemnified by the selling agents receive indemnification from the Partnership for any losses, liabilities, or expenses arising from or out of an alleged violation violations of federal or state securities laws unless the following conditions are satisfied; (1a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemniteeviolations, or (2b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction, or (3c) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approvaland (d) in the case of subparagraph (c), the indemnitee must apprise court considering the court request has been advised of the position of the SEC, Securities and Exchange Commission and the states in which Units were offered and sold as to indemnification for violations of securities laws; provided that the court need only be advised and consider the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee, and/or regulatory authorities in those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner in the right of the Partnership to which the General Partner or any Affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Act and this Section 14(b). The Partnership shall make advances to the General Partner or its Affiliates hereunder only if: (1) the demand, claim, lawsuit, or legal action relates to the performance of duties or services by such persons to the Partnership; (2) such demand, claim, lawsuit, or legal action is not initiated by a Limited Partner; and (3) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. Nothing contained in this Section 14(b) shall increase the liability of any Limited Partner to the Partnership beyond the amount of his unredeemed capital contribution, undistributed profits, if any, and any amounts received on distributions and redemptions and deemed received on Series Exchanges, together with interest thereon. All rights to indemnification and payment of attorneys’ and accountants’ fees and expenses shall not be affected by the termination of the Partnership or the withdrawal, insolvency, or dissolution of the General Partner. The Partnership shall not incur the cost of that portion of liability insurance which insures the General Partner and its Affiliates for any liability as to which the General Partner and its Affiliates are is prohibited from being indemnifiedindemnified herein.

Indemnification by the Partnership. The Partnership shall indemnifyagrees to indemnify the Purchaser and its Representatives (collectively, defend“Purchaser Related Parties”) from, and hold each of them harmless the General Partner against, any and its Affiliates from all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and against any losscauses of action, liabilityand, damagein connection therewith, costand promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expense (including attorneys’ and accountants’ fees and expenses incurred in defense of any demands, claims, kind or lawsuits) actually and reasonably incurred arising from any act, omission, activity, or conduct undertaken by or on behalf of the Partnershipnature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any demandssuch matter that may be incurred by them or asserted against or involve any of them as a result of, claimsarising out of, or lawsuits initiated by in any way related to the breach of any of the representations or warranties, in each case, when made and as of the Closing Date as if made again on the Closing Date (except with respect to representations and warranties made as of a Limited Partner (specific date, in which case solely as of such date), or assignee thereof)covenants of the Partnership contained herein, provided that (1) the General Partner has determined, in good faith, that the act, omission, activity, or conduct giving rise to the such claim for indemnification was in the best interests relating to a breach of the Partnershiprepresentations or warranties is made prior to the expiration of such representations or warranties; and provided further, and that no Purchaser Related Party shall be entitled to recover special, consequential (2including lost profits or diminution in value) the act, omission, activity, or conduct that was the basis for such loss, liability, damage, cost, or expense was not the result of misconduct or negligencepunitive damages. Notwithstanding anything to the contrary contained in the foregoingcontrary, neither the General Partner nor any of its Affiliates nor any person acting as a broker-dealer shall be indemnified by the Partnership for any losses, liabilities, or expenses arising from or out of an alleged violation of federal or state securities laws unless (1a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (3) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC, and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee, and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner in the right of the Partnership to which the General Partner or any Affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Act and this Section 14(b). The Partnership shall make advances to the General Partner or its Affiliates hereunder only if: (1) the demand, claim, lawsuit, or legal action relates to the performance of duties or services by such persons to the Partnership; (2) such demand, claim, lawsuit, or legal action is not initiated by a Limited Partner; and (3) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. Nothing contained in this Section 14(b) shall increase the liability of any Limited Partner to the Partnership beyond the amount of his unredeemed capital contribution, undistributed profits, if any, and any amounts received on distributions and redemptions and deemed received on Series Exchanges, together with interest thereon. All rights to indemnification and payment of attorneys’ and accountants’ fees and expenses consequential damages shall not be affected by the termination deemed to include diminution in value of the Partnership Purchased Units (and Class B Units issued as a distribution in kind in respect thereof or the withdrawalin respect of such Class B Units and Common Units issued upon conversion of any such Purchased Units and Class B Units), insolvencywhich shall be specifically included in damages recoverable by Purchaser Related Parties hereunder and (b) Purchaser Related Parties shall further be able to recover any special, consequential or dissolution punitive damages that are components of the General Partner. The Partnership shall not incur the cost of that portion of liability insurance which insures the General Partner and its Affiliates for any liability as damages paid to which the General Partner and its Affiliates are prohibited from being indemnifiedthird parties by such Purchaser Related Parties.