SHALL BE IN ADDITION TO ANY OTHER RIGHTS TO WHICH AN INDEMNITEE MAY BE
ENTITLED, AND SHALL CONTINUE AS TO AN INDEMNITEE WHO HAS CEASED TO SERVE IN A
CAPACITY FOR WHICH THE INDEMNITEE IS ENTITLED TO INDEMNIFICATION AND SHALL INURE
TO THE BENEFIT OF THE HEIRS, SUCCESSORS, ASSIGNS, ADMINISTRATORS AND PERSONAL
REPRESENTATIVES OF THE INDEMNITEE.
(E)
TO THE EXTENT COMMERCIALLY REASONABLE, THE
PARTNERSHIP SHALL PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF THE INDEMNITEES
AGAINST ANY LIABILITY WHICH MAY BE ASSERTED AGAINST OR EXPENSE WHICH MAY BE
INCURRED BY AN INDEMNITEE IN CONNECTION WITH THE PARTNERSHIP'S ACTIVITIES,
WHETHER OR NOT THE PARTNERSHIP WOULD HAVE THE POWER TO INDEMNIFY AN INDEMNITEE
AGAINST SUCH LIABILITY UNDER THE PROVISIONS OF THIS AGREEMENT.
(F)
AN INDEMNITEE SHALL NOT BE DENIED
INDEMNIFICATION IN WHOLE OR IN PART UNDER SECTION 7.12(B) BECAUSE THE INDEMNITEE
HAD AN INTEREST IN THE TRANSACTION WITH RESPECT TO WHICH THE INDEMNIFICATION
APPLIES IF THE TRANSACTION WAS OTHERWISE PERMITTED BY THE TERMS OF THIS
AGREEMENT.
(G)
THE PROVISIONS OF THIS SECTION 7.12 ARE FOR
THE BENEFIT OF THE INDEMNITEES AND THE HEIRS, SUCCESSORS, ASSIGNS,
ADMINISTRATORS AND PERSONAL REPRESENTATIVES OF THE INDEMNITEES AND SHALL NOT BE
DEEMED TO CREATE ANY RIGHTS FOR THE BENEFIT OF ANY OTHER PERSONS.
(H)
FOR PURPOSES OF THIS SECTION 7.12, THE
PARTNERSHIP SHALL BE DEEMED TO HAVE REQUESTED AN INDEMNITEE TO SERVE AS
FIDUCIARY OF AN EMPLOYEE BENEFIT PLAN WHENEVER THE PERFORMANCE OF DUTIES BY SUCH
INDEMNITEE FOR THE PARTNERSHIP ALSO IMPOSES DUTIES ON, OR OTHERWISE INVOLVES
SERVICES BY, SUCH INDEMNITEE TO THE PLAN OR PARTICIPANTS OR BENEFICIARIES OF THE
PLAN; EXCISE TAXES ASSESSED ON AN INDEMNITEE WITH RESPECT TO AN EMPLOYEE BENEFIT
PLAN PURSUANT TO APPLICABLE LAW SHALL CONSTITUTE "FINES" WITHIN THE MEANING OF
SECTION 7.12(B); AND ACTION TAKEN OR OMITTED BY AN INDEMNITEE WITH RESPECT TO
ANY EMPLOYEE BENEFIT PLAN IN THE PERFORMANCE OF DUTIES BY SUCH INDEMNITEE FOR A
PURPOSE REASONABLY BELIEVED BY SUCH INDEMNITEE TO BE IN THE INTEREST OF THE
PARTICIPANTS AND BENEFICIARIES OF THE PLAN SHALL BE DEEMED TO BE FOR A PURPOSE
WHICH DOES NOT INVOLVE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(I)
IN NO EVENT MAY AN INDEMNITEE SUBJECT
THE LIMITED PARTNERS TO PERSONAL LIABILITY BY REASON OF THE INDEMNIFICATION
PROVISIONS SET FORTH IN THIS AGREEMENT.
(J)
NO AMENDMENT, MODIFICATION OR REPEAL OF
THIS SECTION 7.12 OR ANY PROVISION HEREOF SHALL IN ANY MANNER TERMINATE, REDUCE
OR IMPAIR THE RIGHT OF ANY PAST, PRESENT OR FUTURE INDEMNITEE TO BE INDEMNIFIED
BY THE PARTNERSHIP, NOR THE OBLIGATIONS OF THE PARTNERSHIP TO
26
INDEMNIFY ANY SUCH INDEMNITEE UNDER AND IN ACCORDANCE WITH THE PROVISIONS OF
THIS SECTION 7.12 AS IN EFFECT IMMEDIATELY PRIOR TO SUCH AMENDMENT, MODIFICATION
OR REPEAL WITH RESPECT TO CLAIMS ARISING FROM OR RELATING TO MATTERS OCCURRING,
IN WHOLE OR IN PART, PRIOR TO SUCH AMENDMENT, MODIFICATION OR REPEAL, REGARDLESS
OF WHEN SUCH CLAIMS MAY ARISE OR BE ASSERTED AND PROVIDED THAT SUCH PERSON
BECAME AN INDEMNITEE HEREUNDER PRIOR TO SUCH AMENDMENT, MODIFICATION OR REPEAL.
ARTICLE VIII
RIGHTS AND