Common use of 2Indemnification Clause in Contracts

2Indemnification. (a) To the fullest extent permitted by law, the Company shall indemnify each Manager Associate and each Liquidating Trustee Associate (each, an “Indemnitee”) against any and all losses, damages, liabilities, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses), judgments, fines, amounts paid in settlement, and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or incurred by such Indemnitee in connection with any and all Proceedings that arise from or relate, directly or indirectly, to any act or omission (or alleged act or omission) of such Indemnitee in connection with this Agreement or the business or affairs of the Company or any Series and in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager agrees otherwise in its sole and absolute discretion), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1. (b) To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee for Losses pursuant to the provisions of Section 9.2(a) (other than because such Indemnitee is not entitled to be exculpated in respect of the related act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations. (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. (d) The Manager may cause the Company or any one or more Series to purchase and maintain insurance, at the cost and expense of the relevant Series or Series, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (g) The rights of an Indemnitee to indemnification, contribution and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwise, and shall continue as to a Manager Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of any Losses of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (h) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.2, until it is Judicially Determined that the Company is not liable for such Loss. (i) In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Member or Assignee acting derivatively or otherwise on behalf of the Company or the relevant Series, as the case may be). (j) If the Manager, in its reasonable judgment, determines that an Indemnification Obligation is readily associated with a particular Series, such obligation shall be allocated and charged to the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Section 5.4(b), be considered a General Liability.

2Indemnification. (a) To the fullest extent permitted by law, the Company shall indemnify each Manager Associate In addition to and each Liquidating Trustee Associate (each, an “Indemnitee”) against any and all losses, damages, liabilities, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses), judgments, fines, amounts paid not in settlement, and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or incurred by such Indemnitee in connection with any and all Proceedings that arise from or relate, directly or indirectly, to any act or omission (or alleged act or omission) of such Indemnitee in connection with this Agreement or the business or affairs limitation of the Company or any Series and in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager agrees otherwise in its sole and absolute discretionindemnification provided under Section 7.1(a), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1. (b) To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee for Losses pursuant to the provisions of Section 9.2(a) (other than because such Indemnitee is not entitled to be exculpated in respect of the related act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid Sellers shall, jointly and severally, indemnify, defend and hold harmless each Group Member from and against any Losses suffered or payable incurred by such Indemnitee as a result Group Member by reason of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations.arising out of: (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) any breach of a written affirmation by such Indemnitee representation or warranty of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated Sellers in Section 9.2(a), has been met, and this Agreement; (ii) a written undertaking by any breach of any agreement or covenant in this Agreement on behalf the part of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder.Sellers; and (diii) The Manager any of the Excluded Assets or Liabilities; and (iv) (A) the consummation of the transactions contemplated by this Agreement or (B) events and conditions associated with the ownership or operation of the Assets and to the extent occurring before the Closing Date (other than Covered Environmental Losses which are provided for under Section 7.1(a)), to the extent that Sellers are notified in writing of any such Loss prior to the Identification Deadline; and (v) all Tax liabilities attributable to the ownership or operation of the Assets on or prior to the Closing Date, including under Treasury Regulation Section 1.1502-6, as it may cause the Company be amended (or any one similar provision of state or more Series to purchase local law), and maintain insurance, at any such tax liabilities (other than Transaction Taxes that are the cost and expense obligation of the relevant Series or Series, on behalf of any one or more Persons against any liability Partnership Group under Section 2.6) that may be asserted against or costs or expenses that may be incurred result from the consummation of the transactions contemplated by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (gb) The rights of an Indemnitee to indemnificationPartnership Parties shall, contribution jointly and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Companyseverally, as a matter of law or otherwiseindemnify, defend and shall continue as to a Manager Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity hold harmless Sellers from and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of against any Losses suffered or incurred by any Seller by reason of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (h) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.2, until it is Judicially Determined that the Company is not liable for such Loss.arising out of: (i) In any suit brought by an Indemnitee to enforce breach of a right to indemnification representation or warranty of the advancement of expenses provided for Partnership Parties in this Agreement, the burden ; (ii) any breach of proving that such Indemnitee is not entitled to be indemnified any agreement or to an advancement of expenses is covenant in this Agreement on the Company (or any Member or Assignee acting derivatively or otherwise on behalf part of the Company or the relevant Series, as the case may be).Partnership Parties; (jiii) If any Assumed Liability; and (iv) events and conditions to the Manager, in its reasonable judgment, determines that an Indemnification Obligation is readily extent associated with a particular Series, such obligation shall be allocated the ownership or operation of the Assets occurring after the Closing Date (other than Covered Environmental Losses which are provided for under Section 7.1(a) and charged to Losses for which the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Partnership Parties are indemnifying Sellers under Section 5.4(b7.1(b)), unless such indemnification would not be considered a General Liabilitypermitted by any Group Member under the Partnership Agreement.

2Indemnification. (a) To Each of the fullest extent permitted by lawWarrantors hereby agrees and undertakes to jointly with the other Warrantors and severally indemnify, the Company shall indemnify each Manager Associate defend and each Liquidating Trustee Associate hold harmless Purchaser and its affiliates and their respective officers, duly authorized representatives, directors, duly engaged agents, employees and partners (each, an “IndemniteeIndemnified Party”) from and against any and all losses, damages, liabilities, claims, diminution in the value of Company, the business of Company or the Indemnified Party’s investment in Company, proceedings, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses)but not limited to the fees, judgments, fines, amounts paid in settlement, disbursements and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or charges of counsel incurred by such Indemnitee any Indemnified Party in any action between any Warrantor and any Indemnified Party, or any action which is between any Indemnified Party and any third party and is related to any Warrantor, in connection with any investigation or evaluation of a claim or otherwise), penalties and all Proceedings that arise interest (collectively, the “Losses”) resulting directly or indirectly from or relate, arising directly or indirectlyindirectly out of any breach by any Warrantor of any of the Warrantors’ representations and warranties or other representations, to covenants or agreements in this Agreement or any act other documents for the 65 MW Transaction, or omission (default by any Warrantor of any documents or alleged act or omission) of such Indemnitee agreements in connection with this Agreement the Liens on the Property or the business or affairs of the Company or any Series and underlying loan documents in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager agrees otherwise in its sole and absolute discretion), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1connection therewith. (b) To The obligations of each of the extent Warrantors (except for Company) under this Section 5.2 shall not be reduced, offset, eliminated or subject to contribution by reason of any action or inaction by Company prior to the Closing and the closing of the 85 MW Transaction that contributed to any inaccuracy or breach giving rise to such obligation, it is Judicially Determined being understood and agreed that the Company may Warrantors (except for Company), and not lawfully indemnify an Indemnitee Company, shall be responsible for Losses pursuant to the provisions applicable indemnity obligations under Section 5.2(a). Each of Section 9.2(athe Warrantors (except for Company) agrees that such party will not seek, nor will any Warrantors (other than because such Indemnitee is not except for Company) be entitled to be exculpated to, reimbursement or contribution from, subrogation to, or indemnification by Company, under its Organizational Documents, this Agreement, applicable Laws or otherwise, in respect of any amounts due from the related act Warrantors (except for Company) to any Indemnified Party under this Section 5.2 or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations. (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee otherwise in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance this Agreement. Each of the final disposition of such Proceeding upon receipt by the Company of Warrantors (iexcept for Company) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, further agrees not to make any claims against any directors and (ii) a written undertaking officers insurance policy maintained or to be maintained by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. (d) The Manager may cause the Company or any one or more Series to purchase and maintain insurance, at the cost and expense of the relevant Series or Series, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (g) The rights of an Indemnitee to indemnification, contribution and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwise, and shall continue as to a Manager Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount Company in respect of any Losses of such Indemnitee to amounts due by the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. Warrantors (hexcept for Company) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on Indemnified Party under this Section 5.2 or prior to the date such Indemnification Obligation would otherwise terminate in accordance connection with this Section 9.2, until it is Judicially Determined that the Company is not liable for such LossAgreement. (i) In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Member or Assignee acting derivatively or otherwise on behalf of the Company or the relevant Series, as the case may be). (j) If the Manager, in its reasonable judgment, determines that an Indemnification Obligation is readily associated with a particular Series, such obligation shall be allocated and charged to the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Section 5.4(b), be considered a General Liability.

2Indemnification. (a) To Each of the fullest extent permitted by lawWarrantors hereby agrees and undertakes to jointly with the other Warrantors and severally indemnify, the Company shall indemnify each Manager Associate defend and each Liquidating Trustee Associate hold harmless Purchaser and its affiliates and their respective officers, duly authorized representatives, directors, duly engaged agents, employees and partners (each, an “IndemniteeIndemnified Party”) from and against any and all losses, damages, liabilities, claims, diminution in the value of Company, the business of Company or the Indemnified Party’s investment in Company, proceedings, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses)but not limited to the fees, judgments, fines, amounts paid in settlement, disbursements and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or charges of counsel incurred by such Indemnitee any Indemnified Party in any action between any Warrantor and any Indemnified Party, or any action which is between any Indemnified Party and any third party and is related to any Warrantor, in connection with any investigation or evaluation of a claim or otherwise), penalties and all Proceedings that arise interest (collectively, the “Losses”) resulting directly or indirectly from or relate, arising directly or indirectlyindirectly out of any breach by any Warrantor of any of the Warrantors’ representations and warranties or other representations, to covenants or agreements in this Agreement or any act other Transaction document, or omission (default by any Warrantor of any documents or alleged act or omission) of such Indemnitee agreements in connection with this Agreement the Liens on the Property or the business or affairs of the Company or any Series and underlying loan documents in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager agrees otherwise in its sole and absolute discretion), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1connection therewith. (b) To The obligations of each of the extent Warrantors (except for Company) under this Section 5.2 shall not be reduced, offset, eliminated or subject to contribution by reason of any action or inaction by Company prior to the Closing that contributed to any inaccuracy or breach giving rise to such obligation, it is Judicially Determined being understood and agreed that the Company may Warrantors (except for Company), and not lawfully indemnify an Indemnitee Company, shall be responsible for Losses pursuant to the provisions applicable indemnity obligations under Section 5.2(a). Each of Section 9.2(athe Warrantors (except for Company) agrees that such party will not seek, nor will any Warrantors (other than because such Indemnitee is not except for Company) be entitled to be exculpated to, reimbursement or contribution from, subrogation to, or indemnification by Company, under its Organizational Documents, this Agreement, applicable Laws or otherwise, in respect of any amounts due from the related act Warrantors (except for Company) to any Indemnified Party under this Section 5.2 or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations. (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee otherwise in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance this Agreement. Each of the final disposition of such Proceeding upon receipt by the Company of Warrantors (iexcept for Company) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, further agrees not to make any claims against any directors and (ii) a written undertaking officers insurance policy maintained or to be maintained by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. (d) The Manager may cause the Company or any one or more Series to purchase and maintain insurance, at the cost and expense of the relevant Series or Series, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (g) The rights of an Indemnitee to indemnification, contribution and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwise, and shall continue as to a Manager Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount Company in respect of any Losses of such Indemnitee to amounts due by the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. Warrantors (hexcept for Company) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on Indemnified Party under this Section 5.2 or prior to the date such Indemnification Obligation would otherwise terminate in accordance connection with this Section 9.2, until it is Judicially Determined that the Company is not liable for such LossAgreement. (i) In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Member or Assignee acting derivatively or otherwise on behalf of the Company or the relevant Series, as the case may be). (j) If the Manager, in its reasonable judgment, determines that an Indemnification Obligation is readily associated with a particular Series, such obligation shall be allocated and charged to the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Section 5.4(b), be considered a General Liability.

2Indemnification. (a) To the fullest extent permitted by law, the Company shall indemnify each Manager Managing Member Associate and each Liquidating Trustee Associate (each, an “Indemnitee”) against any and all losses, damages, liabilities, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses), judgments, fines, amounts paid in settlement, and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or incurred by such Indemnitee in connection with any and all Proceedings that arise from or relate, directly or indirectly, to any act or omission (or alleged act or omission) of such Indemnitee in connection with this Agreement or the business or affairs of the Company or any Series and in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager Managing Member agrees otherwise in its sole and absolute discretion), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1. (b) To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee for Losses pursuant to the provisions of Section 9.2(a) (other than because such Indemnitee is not entitled to be exculpated in respect of the related act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations. (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. (d) The Manager Managing Member may cause the Company or any one or more Series to purchase and maintain insurance, at the cost and expense of the relevant Series or Series, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (g) The rights of an Indemnitee to indemnification, contribution and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwise, and shall continue as to a Manager Managing Member Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such IndemniteeXxxxxxxxxx’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of any Losses of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (h) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.2, until it is Judicially Determined that the Company is not liable for such Loss. (i) In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Member or Assignee acting derivatively or otherwise on behalf of the Company or the relevant Series, as the case may be). (j) If the ManagerManaging Member, in its reasonable judgment, determines that an Indemnification Obligation is readily associated with a particular Series, such obligation shall be allocated and charged to the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Section 5.4(b), be considered a General Liability.