§ 121-1004. Indemnification of general partner. (a) No provision made
to indemnify general partners for the defense of a derivative action,
brought pursuant to section 121-1002 of this article, whether contained
in the partnership agreement or otherwise, nor any award of
indemnification by a court, shall be valid unless consistent with this
section. Nothing contained in this section shall affect any rights to
indemnification to which limited partners, employees and agents of the
limited partnership who are not general partners may be entitled by
contract or otherwise under law.

(b) A limited partnership may indemnify, and may advance expenses to,
any general partner, including a 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, is
or was a general partner in the limited partnership, provided that no
indemnification may be made to or on behalf of any general partner if a
judgment or other final adjudication adverse to the general partner
establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.