Section 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.