accountable in damages or otherwise to the Partnership or any limited Partner for any loss, liability, damage, cost, or other expense (including attorneys' fees, judgments and amounts paid in settlement), as incurred, in connection with their activities (including service on boards of directors for Portfolio Companies) on behalf of, or their association with, the Partnership, provided that such Person did not engage in conduct which would constitute Malfeasance. 9.7 Indemnification. (a) To the fullest extent permitted by applicable law, the General Partner, the Managing Directors, any of their respective Affiliates, members, partners, officers, directors, shareholders, employees and agents, (each such Person being an Indemnitee) shall be held harmless and be indemnified by the Partnership for any loss, liability, damage, cost, or other expense (including attorneys' fees, judgments and amounts paid in settlement), as incurred, in connection with their activities (including service on boards of directors for Portfolio Companies) on behalf of, or their association with, he Partnership, provided that such Person did not engage in conduct which would constitute Malfeasance. (b) Each Indemnitee shall use commercially reasonable efforts to seek indemnification from any insurance company or Portfolio Company liable for the applicable losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership pnor to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.7'; provided, however, that the Partnership shall not advance expenses in respect of an action brought by a Majority in Interest of the Limited Partners or a dispute between Indemnitees. 86