N.Y. Partnership Law § 121-1004: Indemnification of general partner

§ 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.