Title 14, Chapter 9, Section 108
( 14-9-108)
(a) Subject to any limitations expressly set forth in the
partnership agreement, a limited partnership may, and shall have the
power to, indemnify and hold harmless any partner or other person
from and against any and all claims and demands whatsoever, provided
that the partnership shall not indemnify any person: (1) For intentional misconduct or a knowing violation of law; or (2) For any transaction for which the person received a personal
benefit in violation or breach of any provision of the partnership
agreement. This Code section shall govern limited partnerships to the exclusion of paragraph (2) of Code Section 14-8-18. (b) To the extent that, at law or in equity, a partner has duties
including but not limited to fiduciary duties and liabilities
relating thereto to a limited partnership or another partner: (1) The partner's duties and liabilities may be expanded,
restricted, or eliminated by provisions in the partnership
agreement; provided, however, that no such provision shall
eliminate or limit the liability of a partner for intentional
misconduct or a knowing violation of law or for any transaction
for which the partner received a personal benefit in violation or
breach of any provision of the partnership agreement; and (2) The partner shall have no liability to the limited partnership
or to any other partner for his or her good faith reliance on the
provisions of the partnership agreement, including, without
limitation, provisions thereof that relate to the scope of duties
including but not limited to fiduciary duties of partners. |