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or the Partners in connection with activities arising out of, connected with, or incidental to <br /> this Agreement, and to engage counsel or others in connection therewith; and <br /> (q) To exercise all of the powers and rights of a general partner in a limited <br /> partnership formed under the Act. <br /> 6.3 Agreement of General Partners. The General Partners agree that third parties may <br /> rely upon the signatures of either one of them pursuant to Sections 6.1 and 6.2 above. However,the <br /> General Partners agree that notwithstanding the powers conferred upon each of them separately <br /> under Sections 6.1 and 6.2 above that they will not, without the unanimous written consent of the <br /> other General Partner or General Partners incur any capital improvements over Fifty Thousand <br /> Dollars ($50,000) or enter into any agreement concerning land sales, purchases, charitable gifts, <br /> conservation easements, or other matters affecting transfer of the Property. <br /> 6.4 Partners' Other Activities and Conflicts of Interest. The parties understand that the <br /> General Partners and Limited Partners may have other business activities which take the major <br /> portion of their time devoted to business matters. Accordingly,the General Partners are required to <br /> expend on behalf of the Partnership only such efforts as he/she shall,in his/her discretion,determine <br /> to be appropriate for the proper conduct of Partnership affairs. Further,it is acknowledged that any <br /> General Partner or Limited Partner,or any Related Person. may engage in or possess any interest in <br /> other business ventures of every nature and description, independently or with others, and neither <br /> the Partnership nor any of its Partners shall have the right in or to any such independent ventures or <br /> to the income or profits derived therefrom. <br /> 6.5 Indemnification of General Partner. <br /> (a) Indemnification. The General Partners shall be fully indemnified,defended <br /> and held harmless by the Partnership from and against any and all claims, demands, <br /> liabilities, costs, damages and causes of action, of any nature whatsoever, arising out of or <br /> incidental to the General Partners' management of the Partnership affairs. This indemnity <br /> shall include attorneys' fees and other costs of defense which shall be paid as incurred and <br /> shall not be subject to recovery unless it is established that the General Partners committed <br /> fraud,gross negligence or willful misconduct or such General Partner breached any provision <br /> of this Agreement,the result of which is adverse to the Partnership or to any Partner.Further, <br /> no Partner or the Partnership shall be entitled to recover from a General Partner any damages <br /> relating to any action taken or not taken by the General Partner under the authority granted <br /> to the General Partners hereunder, unless such action or inaction was grossly negligent or <br /> fraudulent. <br /> (b) Limitation. Indemnification shall be made solely and entirely from assets of <br /> the Partnership, and no Limited Partner or other General Partner shall be personally liable <br /> to the indemnitee under this Section 6.4. <br /> 462364.9 1/2/02 13 <br />