Section 17-108 of the Delaware LP Act empowers a Delaware limited partnership to indemnify and
hold harmless any partner or other person from and against all claims and demands whatsoever. Under the partnership agreement, in most circumstances, Energy Transfer will indemnify the following persons (each an indemnitee) to the
fullest extent permitted by law, from and against any and 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:
the general
partner;
any departing
general partner;
any
person who is or was an affiliate of the general partner or any departing general partner;
any person who is or was a member, partner, officer, director, fiduciary or trustee of any member
of the partnership group, the general partner or any departing partner or any affiliate of any member of the partnership group, the general partner or any departing partner;
any person who is or was serving at the request of the general partner or any departing partner or
any affiliate of the general partner or any departing partner as an officer, director, member, partner, fiduciary or trustee of another person (provided, that a person will not be an indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services); or
any person that the general partner designates as an indemnitee for purposes of the
partnership agreement.
Any indemnification under these provisions will only be out
of Energy Transfers assets. Unless it otherwise agrees in its sole discretion, the general partner will not be personally liable for, or have any obligation to
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Section 17-108 of the Delaware LP Act empowers a Delaware limited partnership to indemnify and
hold harmless any partner or other person from and against all claims and demands whatsoever. Under the partnership agreement, in most circumstances, Enable will indemnify the following persons (each an indemnitee) to the fullest extent
permitted by law, from and against any and 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
threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, 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 and acting (or omitting or refraining to act) in such capacity on behalf of or for the benefit of Enable:
Enable General Partner;
any departing general
partner;
any person who
is or was an affiliate of Enable General Partner or any departing general partner;
any person who is or was a manager, managing member, general partner, director, officer, fiduciary
or trustee of (i) any member of the partnership group, Enable General Partner or any departing partner or (ii) any affiliate of any member of the partnership group, Enable General Partner or any departing general partner;
any person who is or was
serving at the request of Enable General Partner or any departing general partner or any affiliate of Enable General Partner or any departing general partner as a manager, managing member, general partner, director, officer, fiduciary or trustee of
another person owing a fiduciary duty to any member of the partnership group (provided, that a person will not be an indemnitee by reason of
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