Item 6.
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Indemnification of Directors and Officers.
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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 persons from and against all claims and demands whatsoever. Under the Registrants partnership agreement, in most circumstances, the Registrant will indemnify certain persons
(each, an Indemnitee), to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an Indemnitee.
This indemnity is available only if the Indemnitee acted in good faith and in a
manner that such Indemnitee reasonably believed to be in, or (in the case of a person other than the Registrants general partner) not opposed to, the best interests of the Registrant and, with respect to any criminal proceeding, had no
reasonable cause to believe its conduct was unlawful. Indemnitees include (i) any general partner, (ii) any departing general partner, (iii) any person who is or was an affiliate of a general partner or any departing general partner,
(iv) any person who is or was a member, partner, officer, director, employee, agent or trustee of the Registrant or its subsidiaries, a general partner or any departing general partner or any affiliate of any of the Registrant or its
subsidiaries, general partner or any departing general partner and (v) any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner
as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person. The Registrant will pay expenses subject to indemnity to the Indemnitee in advance, subject to receipt of an undertaking by or on behalf of the
Indemnitee to repay such amount if it is ultimately determined by a court of competent jurisdiction that the Indemnitee is not entitled to indemnification. The Registrant maintains a liability insurance policy on behalf of certain of the
Indemnitees, including its officers and directors.
The limited liability company agreement of the Registrants general partner
provides for the indemnification of affiliates of the Registrants general partner and members, managers, partners, officers, directors, employees, agents and trustees of the Registrants general partner or any affiliate of its general
partner and such persons who serve at the request of its general partner as members, managers, partners, officers, directors, employees, agents, trustees and fiduciaries of any other enterprise against certain liabilities under certain
circumstances.
Any indemnification under these provisions will only be out of the Registrants assets. Unless the Registrants
general partner otherwise agrees, it will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Registrant to enable the Registrant to effectuate, indemnification. The Registrant may purchase insurance
covering liabilities asserted against and expenses incurred by persons for the Registrants activities, regardless of whether the Registrant would have the power to indemnify the person against liabilities under its partnership agreement.
The LTIP provides that the committee that administers the Plan (the Committee) and each member thereof shall be entitled to, in
good faith, rely or act upon any report or other information furnished to him or her by any officer or