Indemnification of general partner. a. A domestic limited partnership may indemnify any general partner made a party to an action in the right of a limited partnership to procure a judgment in its favor by reason of his being or having been a general partner in the limited partnership, against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of the action, or in connection with an appeal therein if the general partner acted in good faith and in a manner the general partner reasonably believed to be in or not opposed to the best interests of the limited partnership. However, in the proceedings no indemnification shall be provided in respect of any claim, issue or matter as to which the general partner shall have been adjudged to be liable for negligence or misconduct, unless and only to the extent that the Superior Court or the court in which the proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, the general partner is fairly and reasonably entitled to indemnity for the expenses as the Superior Court or any other court shall deem proper.

b. The indemnification authorized under subsection a. of this section shall in no case include amounts paid in settling or otherwise disposing of a threatened action, or pending action with or without court approval. The indemnification authorized under this section may include expenses incurred in a threatened action, or pending action which is settled or otherwise disposed of without court approval, provided there is a determination upon application to the Superior Court that in view of all circumstances of the case, the general partner is fairly and reasonably entitled to indemnity for the expenses as the Superior Court shall deem proper.

c. No indemnification shall be made under this section in any circumstances where it appears that indemnification would be inconsistent with a provision of the certificate of limited partnership, partnership agreement or other proper partnership action in effect at the time of accrual of the alleged cause of action asserted in the threatened or pending action in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification.

d. This section is not intended to prevent indemnification of a general partner as provided for under the limited partnership agreement or as approved by the Superior Court or the court in which a proceeding is brought, for expenses and liability in connection with any proceeding, other than an action in the right of the limited partnership by reason of his being or having been a general partner in the limited partnership.

L. 1983, c. 489, s. 64.1; amended 1984, c.245,s.11; 1988,c.130,s.36.