PARTNER MAY
APPROVE.
6.03
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
23
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.
(B)
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 6.03 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.
(C)
THE INDEMNIFICATION PROVIDED BY THIS SECTION 6.03 SHALL BE IN
ADDITION TO ANY OTHER RIGHTS TO WHICH AN INDEMNITEE OR ANY OTHER PERSON MAY BE
ENTITLED UNDER ANY 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.
(D)
THE PARTNERSHIP MAY PURCHASE AND MAINTAIN INSURANCE, ON BEHALF OF
THE INDEMNITEES AND SUCH OTHER PERSONS AS THE GENERAL PARTNER SHALL DETERMINE,
AGAINST ANY LIABILITY THAT MAY BE ASSERTED AGAINST OR EXPENSES THAT MAY BE
INCURRED BY SUCH PERSON IN CONNECTION WITH THE PARTNERSHIP'S ACTIVITIES,
REGARDLESS OF WHETHER THE PARTNERSHIP WOULD HAVE THE POWER TO INDEMNIFY SUCH
PERSON AGAINST SUCH LIABILITY UNDER THE PROVISIONS OF THIS AGREEMENT.
(E)
FOR PURPOSES OF THIS SECTION 6.03, THE