Common use of By the Partnership Clause in Contracts

By the Partnership. The General Partner, and any Affiliate of the General Partner engaged in the performance of services on behalf of the Partnership, shall be indemnified for any liability or loss suffered by the General Partner or such Affiliate and shall have no liability to the Partnership or to any Limited Partner for any liability or loss suffered by the Partnership which arises out of any action or inaction of the General Partner or such Affiliate if (i) the General Partner has determined, in good faith, that such course of conduct was in the best interests of the Partnership and (ii) such liability or loss was not the result of negligence or misconduct by the General Partner or any such Affiliate. Notwithstanding the foregoing, the General Partner, and any Affiliate engaged in the performance of services on behalf of the Partnership, shall not be indemnified by the Partnership for any liability imposed by judgment, and costs associated therewith, including attorney’s fees, arising from or out of a violation of state or federal securities laws or rules. The General Partner and such Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made. Any amounts payable to the General Partner or its Affiliates pursuant to the foregoing are recoverable only out of the assets of the Partnership and not from the Limited Partners. 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. The Partnership may advance to the General Partner and its Affiliates legal expenses and other costs incurred as a result of legal action initiated against it or its Affiliates is permissible if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Partnership; (ii) the General Partner or its Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification.

By the Partnership. The General Partner, and any Affiliate of the General Partner engaged in the performance of services on behalf of the Partnership, shall be indemnified for any liability or loss suffered by the General Partner or such Affiliate and shall have no liability to the Partnership or to any Limited Partner for any liability or loss suffered by the Partnership which arises out of any action or inaction of the General Partner or such Affiliate if (i) the General Partner has determined, in good faith, that such course of wxxxxx futures fund, l.p. (us) EXHIBIT A-10 conduct was in the best interests of the Partnership and (ii) such liability or loss was not the result of negligence or misconduct by the General Partner or any such Affiliate. Notwithstanding the foregoing, the General Partner, and any Affiliate engaged in the performance of services on behalf of the Partnership, shall not be indemnified by the Partnership for any liability imposed by judgment, and costs associated therewith, including attorney’s fees, arising from or out of a violation of state or federal securities laws or rules. The General Partner and such Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made. Any amounts payable to the General Partner or its Affiliates pursuant to the foregoing are recoverable only out of the assets of the Partnership and not from the Limited Partners. 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. The Partnership may advance to the General Partner and its Affiliates legal expenses and other costs incurred as a result of legal action initiated against it or its Affiliates is permissible if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Partnership; (ii) the General Partner or its Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification.

By the Partnership. The General Partner, and any Affiliate of the General Partner engaged in the performance of services on behalf of the Partnership, shall be indemnified for any liability or loss suffered by the General Partner or such Affiliate and shall have no liability to the Partnership or to any Limited Partner for any liability or loss suffered by the Partnership which arises out of any action or inaction of the General Partner or such Affiliate if (i) the General Partner has determined, in good faith, that such course of ALTEGRIS XXXXXX FUTURES FUND, L.P. conduct was in the best interests of the Partnership and (ii) such liability or loss was not the result of negligence or misconduct by the General Partner or any such Affiliate. Notwithstanding the foregoing, the General Partner, and any Affiliate engaged in the performance of services on behalf of the Partnership, shall not be indemnified by the Partnership for any liability imposed by judgment, and costs associated therewith, including attorney’s fees, arising from or out of a violation of state or federal securities laws or rules. The General Partner and such Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made. Any amounts payable to the General Partner or its Affiliates pursuant to the foregoing are recoverable only out of the assets of the Partnership and not from the Limited Partners. 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. The Partnership may advance to the General Partner and its Affiliates legal expenses and other costs incurred as a result of legal action initiated against it or its Affiliates is permissible if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Partnership; (ii) the General Partner or its Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification.

By the Partnership. The General Partner, and any Affiliate of the General Partner engaged in the performance of services on behalf of the Partnership, shall be indemnified for any liability or loss suffered by the General Partner or such Affiliate and shall have no liability to the Partnership or to any Limited Partner for any liability or loss suffered by the Partnership which arises out of any action or inaction of the General Partner or such Affiliate if (i) the General Partner has determined, in good faith, that such course of conduct was in the best interests of the Partnership and (ii) such liability or loss was not the result of negligence or misconduct by the General Partner or any such Affiliate. Notwithstanding the foregoing, the General Partner, and any Affiliate engaged in the performance of services on behalf of the Partnership, shall not be indemnified by the Partnership for any liability imposed by judgment, and costs associated therewith, including attorney’s fees, arising from or out of a violation of state or federal securities laws or rules. The General Partner and such Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made. ALTEGRIS QIM FUTURES FUND, L.P. Exhibit A - 12 Any amounts payable to the General Partner or its Affiliates pursuant to the foregoing are recoverable only out of the assets of the Partnership and not from the Limited Partners. 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. The Partnership may advance to the General Partner and its Affiliates legal expenses and other costs incurred as a result of legal action initiated against it or its Affiliates is permissible if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Partnership; (ii) the General Partner or its Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification.

By the Partnership. The General Partner, and any Affiliate of the General Partner engaged in the performance of services on behalf of the Partnership, shall be indemnified for any liability or loss suffered by the General Partner or such Affiliate and shall have no liability to the Partnership or to any Limited Partner for any liability or loss suffered by the Partnership which arises out of any action or inaction of the General Partner or such Affiliate if (i) the General Partner has determined, in good faith, that such course of conduct was in the best interests of the Partnership and (ii) such liability or loss was not the result of negligence or misconduct by the General Partner or any such Affiliate. APM - QIM Futures Fund, L.P. EXHIBIT A - 12 Notwithstanding the foregoing, the General Partner, and any Affiliate engaged in the performance of services on behalf of the Partnership, shall not be indemnified by the Partnership for any liability imposed by judgment, and costs associated therewith, including attorney’s fees, arising from or out of a violation of state or federal securities laws or rules. The General Partner and such Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made. Any amounts payable to the General Partner or its Affiliates pursuant to the foregoing are recoverable only out of the assets of the Partnership and not from the Limited Partners. 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. The Partnership may advance to the General Partner and its Affiliates legal expenses and other costs incurred as a result of legal action initiated against it or its Affiliates is permissible if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of the Partnership; (ii) the General Partner or its Affiliates undertake to repay the advanced funds to the Partnership in cases in which they would not be entitled to indemnification.