New Jersey § 42:2a-67

§ 42:2a-67.

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.