§ 115-c. Indemnification of general partner in actions in the right of
a limited partnership to procure a judgment in its favor. 1. No
provision made to indemnify general partners for the defense of any
action brought pursuant to section one hundred fifteen-a of this
article, whether contained in the articles of limited partnership,
agreement or otherwise, nor any award of indemnification by a court,
shall be valid unless consistent with this section.

2. A 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 the fact that he, his testator or
intestate was a general partner in the limited partnership, against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action, or in
connection with an appeal therein, except in relation to matters as to
which such general partner is adjudged to have breached his duty to the
limited partnership.

3. The indemnification authorized under subdivision two of this
section shall in no case include

(a) amounts paid in settling or otherwise disposing of a threatened
action, or pending action with or without court approval, or

(b) expenses incurred in defending a threatened action, or pending
action which is settled or otherwise disposed of without court approval.

4. A general partner who has been wholly successful on the merits or
otherwise in the defense of an action of the character described in
subdivision two of this section shall be entitled to indemnification as
authorized in subdivisions two and three of this section.

5. Except as provided in subdivision four of this section, any
indemnification under subdivision two, unless ordered by a court under
subdivision six, shall be made by the limited partnership only if
authorized in the specific case

(a) by a majority of all the general partners, excluding any partners
who are parties to such action, upon a finding that the general partner
to be indemnified has met the standard of conduct set forth in
subdivision two, or,

(b) if a majority of general partners who are not parties to such
action is not obtainable with due diligence by the general partner or
partners, upon the opinion of independent legal counsel that
indemnification is proper in the circumstances because the standard of
conduct set forth in subdivision two has been met by the general partner
to be indemnified.

6. (a) Notwithstanding the failure of the limited partnership to
provide indemnification, and despite any contrary determination by the
general partners, indemnification shall be awarded by a court to the
extent authorized under subdivisions two and four of this section.
Application therefor may be made, in every case, either

(i) in the action in which the expenses were incurred or other amounts
were paid, or

(ii) to the supreme court in a separate proceeding, in which case the
application shall set forth the disposition of any previous application
made to any court for the same relief and also reasonable cause for the
failure to make application for such relief in the action in which the
expenses were incurred or other amounts were paid.

(b) The application shall be made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of a court to which it is made. Such application shall be on
notice to the limited partnership, given through a general partner, if
any, other than the general partner making the application. The court
may also direct that notice be given at the expense of the limited
partnership, to the limited partners and such other persons as it may
designate in such manner as it may require. When there is no general
partner other than those making the application, notice shall be given,
as herein provided, to the limited partners.

(c) When indemnification is sought by judicial action, the court may
allow a general partner such reasonable expenses, including attorneys'
fees, during the pendency of the litigation as are necessary in
connection with his defense therein, if the court shall find that the
defendant has by his pleadings or during the course of the litigation
raised genuine issues of fact or law.

7. Expenses incurred in defending an action of the character described
in subdivision two of this section may be paid voluntarily by the
limited partnership in advance of the final disposition of such action
if authorized under subdivision five of this section.

8. All expenses incurred in defending an action which are allowed by
the court under subdivisions six or seven of this section shall be
repaid in case the general partner receiving such advancement or
allowance is ultimately found, under the procedure set forth in this
section, not to be entitled to indemnification or, where indemnification
is granted, to the extent the expenses so advanced by the general
partnership or allowed by the court exceed the indemnification to which
he is entitled.

9. No indemnification, advancement or allowance shall be made under
this section in any circumstance where it appears

(a) that indemnification would be inconsistent with a provision of the
certificate of limited partnership, agreement, partnership resolution 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; or

(b) if there has been a settlement approved by the court, that the
indemnification would be inconsistent with any condition with respect to
indemnification expressly imposed by the court in approving the
settlement.