Item 6. Indemnification of Directors and Officers.
Sanchez Midstream Partners LP
Subject to any terms, conditions or restrictions set forth in the agreement of limited partnership of Sanchez Midstream Partners LP (Sanchez LP)
(formerly Sanchez Production Partners LP)
, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Sanchez LP will generally indemnify officers, directors and affiliates of its general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events.
Sanchez Midstream Partners GP LLC
Subject to any terms, conditions or restrictions set forth in the limited liability company agreement of Sanchez Midstream Partners GP LLC, Sanchez LPs general partner
(formerly Sanchez Production Partners GP LLC)
, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Under the limited liability agreement of Sanchez LPs general partner, in most circumstances, Sanchez LPs general partner will indemnify the following persons, to the fullest extent permitted by law
, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative:
·
any person who is or was an affiliate of Sanchez LPs general partner;
·
any person who is or was a member, director, officer, fiduciary or trustee of Sanchez LPs general partner;
·
any person who is or was an officer, member, partner, director, employee, agent or trustee of Sanchez LPs general partner or any affiliate of Sanchez LPs general partner, or any affiliate of any such person;
·
any person who is or was serving at the request of Sanchez LPs general partner or any affiliate of Sanchez LPs general partner as a director, officer, employee, member, partner, agent, fiduciary or trustee of another person (provided, that such person is not providing, on a fee-for-services basis, trustee, fiduciary or custodial services); and
·
any person designated by Sanchez LPs general partner.
Sanchez LPs general partner will purchase insurance covering its officers and directors against liabilities asserted and expenses incurred in connection with their activities as officers and directors of Sanchez LPs general partner or any of its direct or indirect subsidiaries.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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