N.Y. Partnership Law § 121-1004

§ 121-1004. Indemnification of general partner. (a) No provision made\nto indemnify general partners for the defense of a derivative action,\nbrought pursuant to section 121-1002 of this article, whether contained\nin the partnership agreement or otherwise, nor any award of\nindemnification by a court, shall be valid unless consistent with this\nsection. Nothing contained in this section shall affect any rights to\nindemnification to which limited partners, employees and agents of the\nlimited partnership who are not general partners may be entitled by\ncontract or otherwise under law.\n (b) A limited partnership may indemnify, and may advance expenses to,\nany general partner, including a general partner made a party to an\naction in the right of a limited partnership to procure a judgment in\nits favor by reason of the fact that he, his testator or intestate, is\nor was a general partner in the limited partnership, provided that no\nindemnification may be made to or on behalf of any general partner if a\njudgment or other final adjudication adverse to the general partner\nestablishes that his acts were committed in bad faith or were the result\nof active and deliberate dishonesty and were material to the cause of\naction so adjudicated, or that he personally gained in fact a financial\nprofit or other advantage to which he was not legally entitled.\n