Common use of LIABILITY FOR ACTS OR OMISSIONS AND INDEMNIFICATION Clause in Contracts

LIABILITY FOR ACTS OR OMISSIONS AND INDEMNIFICATION. No General Partner or Affiliate of a General Partner shall be liable, responsible or accountable in damages to any of the Partners, Unitholders or the Partnership for any act or omission of any General Partner in good faith on behalf of the Partnership and in a manner reasonably believed by such General Partner to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, except for acts or omissions constituting negligence, misconduct or breach of fiduciary duty. The General Partners and their respective Affiliates performing services within the scope of the General Partners' duties shall be entitled to indemnity from the Partnership for any loss, damage, or claim by reason of any act or omission performed or omitted by the General Partners or such Affiliates in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, except that they shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of negligence, misconduct, or breach of fiduciary duty. Any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Partner shall have or incur any personal liability on account thereof. In no event shall the Partnership assume the cost of any portion of liability insurance which would insure the General Partners or any of their Affiliates for any liability as to which the General Partners or their Affiliates are prohibited from being indemnified by the Partnership. The Partnership shall not advance any funds to any General Partner or Affiliate of a General Partner for legal expenses and other costs incurred as a result of any legal action initiated against such General Partner or its Affiliates by any Investor Limited Partner or Unitholder of the Partnership. Notwithstanding the foregoing, the Partnership may provide such advances to the General Partners or their Affiliates for legal expenses and other costs incurred as a result of legal action if the following three conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partners or their Affiliates on behalf of the Partnership; (ii) the legal action is initiated by a third party who is not an Investor Limited Partner or Unitholder of the Partnership, and (iii) the General Partners or their Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification. Notwithstanding the foregoing, neither the General Partners nor any of their respective Affiliates nor any broker-dealer shall be indemnified for liabilities arising under federal and state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, and a court approves indemnification of litigation costs, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and a court approves indemnification of litigation costs, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the Massachusetts Securities Division and the State Securities Commissioners with respect to the issue of indemnification for securities law violations.

LIABILITY FOR ACTS OR OMISSIONS AND INDEMNIFICATION. No General Partner or Affiliate of a General Partner shall be liable, responsible or accountable in damages to any of the Partners, Unitholders or the Partnership for any act or omission of any General Partner in good faith on behalf of the Partnership and in a manner reasonably believed by such General Partner to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, except for acts or omissions constituting negligence, misconduct or breach of fiduciary duty. The General Partners and their respective Affiliates performing services within the scope of the General Partners' duties shall be entitled to indemnity from the Partnership for any loss, damage, or claim by reason of any act or omission performed or omitted by the General Partners or such Affiliates in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, except that they shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of negligence, misconduct, or breach of fiduciary duty. Any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Partner shall have or incur any personal liability on account thereof. In no event shall the Partnership assume the cost of any portion of liability insurance which would insure the General Partners or any of their Affiliates for any liability as to which the General Partners or their Affiliates are prohibited from being indemnified by the Partnership. The Partnership shall not advance any funds to any General Partner or Affiliate of a General Partner for legal expenses and other costs incurred as a result of any legal action initiated against such General Partner or its Affiliates by any Investor Limited Partner or Unitholder of the Partnership. Notwithstanding the foregoing, the Partnership may provide such advances to the General Partners or their Affiliates for legal expenses and other costs incurred as a result of legal action if the following three conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partners or their Affiliates on behalf of the Partnership; (ii) the legal action is initiated by a third party who is not an Investor Limited Partner or Unitholder of the Partnership, and (iii) the General Partners or their Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification. Notwithstanding the foregoing, neither the General Partners nor any officer, director, employee, agent, Affiliate or assign of their respective Affiliates nor any broker-dealer the General Partners or of the Partnership shall be indemnified for liabilities arising under federal and state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, and a court approves indemnification of litigation costsviolations, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and a court approves indemnification of litigation costs, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the Massachusetts Securities Division and the State Securities Commissioners with respect to the issue of indemnification for securities law violationsjurisdiction.

LIABILITY FOR ACTS OR OMISSIONS AND INDEMNIFICATION. No General Partner or Affiliate of a General Partner shall be liable, responsible or accountable in damages to any of the Partners, Unitholders or the Partnership for any act or omission of any General Partner in good faith on behalf of the Partnership and in a manner reasonably believed by such General Partner to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, except for acts or omissions constituting negligence, misconduct or breach of fiduciary duty. The General Partners and their respective Affiliates performing services within the scope of the General Partners' duties shall be entitled to indemnity from the Partnership for any loss, damage, or claim by reason of any act or omission performed or omitted by the General Partners or such Affiliates in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, except that they shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of negligence, misconduct, or breach of fiduciary duty. Any indemnity under this Section shall be provided out of and to the extent of Partnership assets only, and no Partner shall have or incur any personal liability on account thereof. In no event shall the Partnership assume the cost of any portion of liability insurance which would insure the General Partners or any of their Affiliates for any liability as to which the General Partners or their Affiliates are prohibited from being indemnified by the Partnership. The Partnership shall not advance any funds to any General Partner or Affiliate of a General Partner for legal expenses and other costs incurred as a result of any legal action initiated against such General Partner or its Affiliates by any Investor Limited Partner or Unitholder of the Partnership. Notwithstanding the foregoing, the Partnership may provide such advances to the General Partners or their Affiliates for legal expenses and other costs incurred as a result of legal action if the following three conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partners or their Affiliates on behalf of the Partnership; (ii) the legal action is initiated by a third party who is not an Investor Limited Partner or Unitholder of the Partnership, and (iii) the General Partners or their Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification. Notwithstanding the foregoing, neither the General Partners nor any officer, director, employee, agent, Affiliate or assign of their respective Affiliates nor any broker-dealer the General Partners or of the Partnership shall be indemnified for liabilities arising under federal and state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, and a court approves indemnification of litigation costscosts is approved, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and a court approves indemnification of litigation costs, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the Massachusetts Securities Division and the State Securities Commissioners with respect to the issue of indemnification for securities law violationsjurisdiction.