Common use of Indemnification and Advances Clause in Contracts

Indemnification and Advances. (a) To the full extent permitted by law, the Company shall indemnify, defend and hold each Member harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend and hold the Company's and the Member's respective affiliates, agents, employees, advisors, consultants and other independent contractors, harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost or expense, including reasonable attorneys' fees, arising from any demands, claims or lawsuits against the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors, in or as a result of or relating to its capacity, actions or omissions as Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company, or arising from or relating to the business or activities undertaken on behalf of the Company, including, without limitation, any demands, claims or lawsuits initiated by a Member; provided that the acts or omissions of the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person seeking indemnification, or to have violated such a lesser standard of conduct as under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit or proceeding by judgment, order, settlement, plea of nolo contendere or its equivalent, or conviction shall not, of itself, create a presumption that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall not be entitled to indemnification hereunder or that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors did not act in good faith and in a manner that it or they reasonably believed to be in or not opposed to the best interests of the Company. (b) Subject to the limitations herein, a Member shall be entitled to receive, upon application therefor, and the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall be entitled to receive, with the approval of a majority vote of the Members, advances from the Company to cover the costs of defending any claim or action against them relating to their acts or omissions as a Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company or a Member or otherwise relating to the Company; provided, however, that such advances shall be repaid to the Company (with Interest thereon at an annual rate equal to the prime rate in effect from time to time as reflected in The Wall Street Journal but not to exceed the maximum permitted by applicable law), if the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor that receives such advance is found by a court of competent jurisdiction upon entry of a final judgment to have violated any of the standards that preclude indemnification hereunder. All rights of the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors to indemnification as herein provided shall survive the dissolution of the Company and the death, resignation, expulsion, incompetency, dissolution, liquidation or Bankruptcy of the Member or any such other person, and shall inure to the benefit of their heirs, personal representatives, successors and assigns. (c) In the event the indemnification obligation of this Section shall be deemed unenforceable to any extent by a court of competent jurisdiction, such unenforceable portion shall be modified or stricken so as to give effect to this Section to the fullest extent permitted by law. (d) The right of indemnification hereby provided shall not be exclusive of or affect any other rights that the Member or any of its affiliates may have. Nothing contained in this Section shall limit any lawful right to indemnification existing independently of this Section. (e) Any amount that a Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors is entitled to receive hereunder shall be paid only out of and to the extent of the Company's then assets, including any insurance proceeds available to the Company for such purposes. No Member shall be liable for the payment of any amount that a Member or an affiliate, agent, employee, advisor, consultant, or other independent contractor of the Company or the Member is entitled to receive hereunder, nor to make any capital contribution to the Company, or return any capital distribution made to such person or entity by the Company, nor to restore any negative capital account balance of that Member in order to enable the Company to make any payment hereunder.

Indemnification and Advances. (a) To the full extent permitted by law, the Company shall indemnify, defend and hold each Member harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend and hold the Company's and the Member's respective affiliates, agents, employees, advisors, consultants and other independent contractors, harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost or expense, including reasonable attorneys' fees, arising from any demands, claims or lawsuits against the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors, in or as a result of or relating to its capacity, actions or omissions as Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company, or arising from or relating to the business or activities undertaken on behalf of the Company, including, without limitation, any demands, claims or lawsuits initiated by a Member; provided that the acts or omissions of the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person seeking indemnification, or to have violated such a lesser standard of conduct as under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit or proceeding by judgment, order, settlement, plea of nolo contendere NOLO CONTENDERE or its equivalent, or conviction shall not, of itself, create a presumption that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall not be entitled to indemnification hereunder or that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors did not act in good faith and in a manner that it or they reasonably believed to be in or not opposed to the best interests of the Company. (b) Subject to the limitations herein, a Member shall be entitled to receive, upon application therefor, and the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall be entitled to receive, with the approval of a majority vote of the Members, advances from the Company to cover the costs of defending any claim or action against them relating to their acts or omissions as a Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company or a Member or otherwise relating to the Company; provided, however, that such advances shall be repaid to the Company (with Interest thereon at an annual rate equal to the prime rate in effect from time to time as reflected in The Wall Street Journal THE WALL STREET JOURNAL but not to exceed the maximum permitted by applicable law), if the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor that receives such advance is found by a court of competent jurisdiction upon entry of a final judgment to have violated any of the standards that preclude indemnification hereunder. All rights of the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors to indemnification as herein provided shall survive the dissolution of the Company and the death, resignation, expulsion, incompetency, dissolution, liquidation or Bankruptcy of the Member or any such other person, and shall inure to the benefit of their heirs, personal representatives, successors and assigns. (c) In the event the indemnification obligation of this Section shall be deemed unenforceable to any extent by a court of competent jurisdiction, such unenforceable portion shall be modified or stricken so as to give effect to this Section to the fullest extent permitted by law. (d) The right of indemnification hereby provided shall not be exclusive of or affect any other rights that the Member or any of its affiliates may have. Nothing contained in this Section shall limit any lawful right to indemnification existing independently of this Section. (e) Any amount that a Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors is entitled to receive hereunder shall be paid only out of and to the extent of the Company's then assets, including any insurance proceeds available to the Company for such purposes. No Member shall be liable for the payment of any amount that a Member or an affiliate, agent, employee, advisor, consultant, or other independent contractor of the Company or the Member is entitled to receive hereunder, nor to make any capital contribution to the Company, or return any capital distribution made to such person or entity by the Company, nor to restore any negative capital account balance of that Member in order to enable the Company to make any payment hereunder.

Indemnification and Advances. (a) To As and to the full extent permitted by lawlaw and by Section 1705 of the Act, the Company shall intends to and shall, indemnify, defend and hold each Member (including by the use of such term for purposes of this Section, the Manager in its capacity as such and, if the Manager also is a Member, also separately in its capacity as a Member) harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend defend, and hold the Company's and the each such Member's respective affiliates, agents, employees, advisors, consultants and other consultants, or independent contractors, (hereinafter, collectively, "Agents"; singly, an "Agent") harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost cost, or expense, including reasonable attorneys' fees, arising from any demands, claims claims, or lawsuits suits against each or any Member, the Member or Manager, the Company's , or the Member's respective affiliatesany Agent, agents, employees, advisors, consultants or other independent contractors, in or as a result of arising from or relating to its the capacity, actions actions, or omissions as of the Company, or of any Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the CompanyManager, or of an Agent, or arising from or relating to the business or activities undertaken on behalf of the Company in the ordinary course of the Company's business, including, without limitation, any demands, claims claims, or lawsuits initiated by a Member; provided that , unless the acts or omissions of any Member, the Member or Manager, the Company's , or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor any Agent seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be have been the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person or entity seeking indemnification, or to have violated such a any lesser standard of conduct as that under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit suit, or proceeding by judgment, order, settlement, plea of nolo contendere (or its equivalent), or conviction shall not, of itself, create a presumption that a Member, the Member or Manager, the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors any Agent shall not be entitled to indemnification hereunder or that such Member, the Member Manager, or the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors such Agent did not act in good faith and in a manner that it or they each reasonably believed to be in or not opposed to the best interests of the Company. (b) Subject to the limitations herein, a Member shall be entitled to receive, upon application therefor, and the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall be entitled to receive, with the Upon approval of by a majority vote of the Members, advances from the Company to cover the costs of defending any claim or action against them relating to their acts or omissions as a Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company or a Member or otherwise relating to the Company; provided, however, that such advances shall be repaid to the Company (with Interest thereon at an annual rate equal to the prime rate in effect from time to time as reflected in The Wall Street Journal but not to exceed the maximum permitted by applicable law), if the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor that receives such advance is found by a court of competent jurisdiction upon entry of a final judgment to have violated any of the standards that preclude indemnification hereunder. All rights of the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors to indemnification as herein provided shall survive the dissolution of the Company and the death, resignation, expulsion, incompetency, dissolution, liquidation or Bankruptcy of the Member or any such other person, and shall inure to the benefit of their heirs, personal representatives, successors and assigns.of (c) In the event If the indemnification obligation provisions of this Section shall be deemed unenforceable to any extent by a court of competent jurisdiction, such unenforceable portion shall be modified or stricken so as to give effect to this Section to the fullest extent permitted by law. (d) The right of indemnification hereby provided for shall not be exclusive of or affect any other rights that a Member, the Member Manager, or any of its affiliates Agent otherwise may have. Nothing contained in this Section shall limit any lawful right to indemnification existing independently of this Section. (e) Any Notwithstanding anything contained herein to the contrary, any amount that a Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors is entitled to receive of indemnity payable hereunder shall be paid payable only out of and to the extent of the Company's then assets, including any insurance proceeds then available to the Company for such purposes. No Member shall be liable for the payment of any indemnity amount that a Member or an affiliate, agent, employee, advisor, consultant, or other independent contractor of the Company or the Member is entitled to receive payable hereunder, nor to make any capital contribution to the Company, or nor to return any capital distribution made to such person or entity it by the Company, nor to restore any negative capital account balance of that Member in order to enable the Company to make any payment hereunderunder this Section.

Indemnification and Advances. (a) To The Company may indemnify, to the full fullest extent permitted by law, each Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the Company shall indemnify, defend and hold each Member harmless from and against, and may, with the approval of a majority vote right of the MembersCompany), indemnifyby reason of the fact that the Person is or was a Director, defend and hold the Company's and the Member's respective affiliates, agents, employees, advisors, consultants and other independent contractors, harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost or expense, including reasonable attorneys' fees, arising from any demands, claims or lawsuits against the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors, in or as a result of or relating to its capacity, actions or omissions as Member, or as an affiliate, agentofficer, employee, advisor, consultant Tax Matters Member or other independent contractor agent of the Company, or arising from is or relating was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding, if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the business or activities undertaken on behalf best interests of the Company, includingand, without limitationwith respect to any criminal action or proceeding, any demands, claims or lawsuits initiated by a Member; provided that had no reasonable cause to believe the acts or omissions of the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person seeking indemnification, or to have violated such a lesser standard of Person’s conduct as under applicable law affirmatively prevents indemnification hereunderwas unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, or conviction shall not, of itself, create a presumption that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall not be entitled to indemnification hereunder or that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors Person did not act in good faith and in a manner that it or they which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. The Company may indemnify, to the fullest extent permitted by law, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Person is or was a Director, officer, employee, Tax Matters Member or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the Person in connection with the defense or settlement of such action or suit if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. To the extent that a present or former Director, officer or Tax Matters Member of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Section 13.1(a), or in defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. Each of the Persons entitled to be indemnified for expenses and liabilities as contemplated above may, in the performance of his, her or its duties, consult with legal counsel and accountants, and any act or omission by such Person on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions; provided, that such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. (b) Subject to Any indemnification of a present or former Director, officer, employee, Tax Matters Member or agent of the limitations herein, a Member Company under Section 13.1 (a) or (c) shall be entitled made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former Director, officer, employee, Tax Matters Member or agent of the Company is proper in the circumstances because the Person has met the applicable standard of conduct set forth in Section 13.1(a) or pursuant to receiveSection 13.1(c), upon application therefor, and as the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors case may be. Such determination shall be entitled to receivemade, with respect to a Person who is a Director, officer, employee, Tax Matters Member or agent of the approval Company at the time of such determination, (1) by a majority vote of the Directors who are not parties to any such action, suit or proceeding, even though less than a quorum, (2) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, (3) if there are no such Directors, or if a majority, even though less than a quorum, of such Directors so direct, by independent legal counsel in a written opinion, or (4) by the Members. The indemnification, advances from and the advancement of expenses incurred in defending a action, suit or proceeding prior to its final disposition, provided by or granted pursuant to this Agreement shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, other provision of this Agreement, vote of Members or Disinterested Directors or otherwise. No repeal, modification or amendment of, or adoption of any provision inconsistent with, this Section 13.1, nor, to the fullest extent permitted by applicable law, any modification of law, shall adversely affect any right or protection of any Person granted pursuant hereto existing at, or with respect to any events that occurred prior to, the time of such repeal, amendment, adoption or modification. The indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a Director, officer, Tax Matters Member, employee or agent of the Company and shall inure to cover the costs benefit of the heirs, executors and administrators of such a Person. (c) The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Company the expenses incurred in defending any claim such action, suit or action against them relating proceeding in advance of its final disposition, to their acts any Person who is or omissions as a Member, was an employee or as an affiliate, agent, employee, advisor, consultant agent of the Company or any Subsidiary of the Company (other independent contractor than those Persons indemnified pursuant to clause (a) of this Section 13.1) and to any Person who is or was serving at the request of the Company or a Subsidiary of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company or a Subsidiary of the Company, to the fullest extent of the provisions of this Agreement with respect to the indemnification and advancement of expenses of directors, officers, employees, Tax Matters Members and agents of the Company. The payment of any amount to any Person pursuant to this clause (c) shall subrogate the Company to any right such Person may have against any other Person. (d) To the fullest extent permitted by law, expenses (including attorneys’ fees) incurred by a Director, officer, employee, Tax Matters Member or otherwise relating agent of the Company in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that such Person is not entitled to be indemnified by the Company as authorized in this Section 13.1. With respect to any Person who is a present or former Director, officer, employee, Tax Matters Member or agent of the Company, any undertaking required by this Section 13.1(d) shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment; provided, however, that such advances shall present or former Director, officer, employee, Tax Matters Member or agent of the Company does not transfer assets with the intent of avoiding such repayment. (e) The indemnification and advancement provided in this Section 13.1 is intended to comply with the requirements of, and provide indemnification and advancement rights substantially similar to those that may be repaid available to directors, officers, employees and agents of corporations incorporated under, the DGCL as it relates to the indemnification of officers, directors, employees and agents of a Delaware corporation and, as such (except to the extent greater rights are expressly provided in this Agreement), the parties intend that they should be interpreted consistently with the provisions of, and jurisprudence regarding, the DGCL. (f) Any notice, request or other communications required or permitted to be given to the Company (with Interest thereon at an annual rate equal under this Section 13.1 shall be in writing and either delivered in person or sent by facsimile, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the prime rate in effect from time to time as reflected in The Wall Street Journal but not to exceed the maximum permitted by applicable law), if the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor that receives such advance is found by a court of competent jurisdiction upon entry of a final judgment to have violated any of the standards that preclude indemnification hereunder. All rights of the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors to indemnification as herein provided shall survive the dissolution of the Company and the death, resignation, expulsion, incompetency, dissolution, liquidation or Bankruptcy of the Member or any such other person, Secretary and shall inure to be effective only upon receipt by the benefit of their heirsSecretary, personal representatives, successors and assignsas the case may be. (cg) In the event the indemnification obligation of this Section shall be deemed unenforceable to any extent by a court of competent jurisdiction, such unenforceable portion shall be modified or stricken so as to give effect to this Section to To the fullest extent permitted by law. (d) The right of indemnification hereby provided shall not be exclusive of or affect any other rights that the Member or any of its affiliates may have. Nothing contained in this Section shall limit any lawful right to indemnification existing independently of this Section. (e) Any amount that a Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors is entitled to receive hereunder shall be paid only out of and to the extent law of the Company's then assetsState of Delaware, including any insurance proceeds available to the Company for such purposes. No Member shall be liable for the payment of any amount that a Member or an affiliateeach Director, agentofficer, employee, advisor, consultant, or other independent contractor Tax Matters Member and agent of the Company agrees that all actions for the advancement of expenses or indemnification brought under this Section 13.1 or under any vote of Members or Disinterested Directors or otherwise shall be a matter to which Section 18-111 of the Member is entitled to receive hereunder, nor to make any capital contribution to Act shall apply and which shall be brought exclusively in the Court of Chancery of the State of Delaware. Each of the parties hereto agrees that the Court of Chancery of the State of Delaware may summarily determine the Company, or return any capital distribution made ’s obligations to such person or entity by the Company, nor to restore any negative capital account balance of that Member in order to enable the Company to make any payment hereunderadvance expenses (including attorneys’ fees) under this Section 13.1.

Indemnification and Advances. (a) To As and to the full extent permitted by lawlaw and by ss. 13.1 1009 of the Act, the Company shall intends to and shall, indemnify, defend and hold each Member (including by the use of such term for purposes of this Section, the Manager in its capacity as such and, if the Manager also is a Member, also separately in its capacity as a Member) harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend defend, and hold the Company's and the each such Member's respective affiliates, agents, employees, advisors, consultants and other consultants, or independent contractors, (hereinafter, collectively, "Agents"; singly, an "Agent") harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost cost, or expense, including reasonable attorneys' fees, arising from any demands, claims claims, or lawsuits suits against each or any Member, the Member or Manager, the Company's , or the Member's respective affiliatesany Agent, agents, employees, advisors, consultants or other independent contractors, in or as a result of arising from or relating to its the capacity, actions actions, or omissions as of the Company, or of any Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the CompanyManager, or of an Agent, or arising from or relating to the business or activities undertaken on behalf of the Company in the ordinary course of the Company's business, including, without limitation, any demands, claims claims, or lawsuits initiated by a Member; provided that , unless the acts or omissions of any Member, the Member or Manager, the Company's , or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor any Agent seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be have been the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person or entity seeking indemnification, or to have violated such a any lesser standard of conduct as that under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit suit, or proceeding by judgment, order, settlement, plea of nolo contendere (or its equivalent), or conviction shall not, of itself, create a presumption that a Member, the Member or Manager, the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors any Agent shall not be entitled to indemnification hereunder or that such Member, the Member Manager, or the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors such Agent did not act in good faith and in a manner that it or they each reasonably believed to be in or not opposed to the best interests of the Company. (b) Subject to the limitations herein, a Member shall be entitled to receive, upon application therefor, and the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall be entitled to receive, with the Upon approval of by a majority vote of the Members, any person entitled to receive indemnity hereunder shall be entitled to receive advances from the Company to cover the costs (including all attorneys' and experts' fees) of defending any claim or action against them relating subject to their acts or omissions as a Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company or a Member or otherwise relating to the Companyindemnity hereunder; provided, however, that any such advances shall be repaid to the Company (with Interest interest thereon at an annual rate equal to the prime rate in effect from time to time as reflected in The Wall Street Journal but not to exceed the maximum permitted by applicable law), ) if the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor that receives such recipient of an advance is found by a court of competent jurisdiction upon entry of a final judgment to have violated any of the standards set forth above in (a) as standards that preclude indemnification hereunder. All rights of the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors to indemnification as herein provided indemnity hereunder shall survive the dissolution of the Company and or the death, resignation, expulsion, incompetency, dissolution, liquidation liquidation, or Bankruptcy bankruptcy of the any Member or any such other personAgent, and shall inure to the benefit of their heirs, personal representatives, successors successors, and assigns. (c) In the event If the indemnification obligation provisions of this Section shall be deemed unenforceable to any extent by a court of competent jurisdiction, such unenforceable portion shall be modified or stricken so as to give effect to this Section to the fullest extent permitted by law. (d) The right of indemnification hereby provided for shall not be exclusive of or affect any other rights that a Member, the Member Manager, or any of its affiliates Agent otherwise may have. Nothing contained in this Section shall limit any lawful right to indemnification existing independently of this Section. (e) Any Notwithstanding anything contained herein to the contrary, any amount that a Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors is entitled to receive of indemnity payable hereunder shall be paid payable only out of and to the extent of the Company's then assets, including any insurance proceeds then available to the Company for such purposes. No Member shall be liable for the payment of any indemnity amount that a Member or an affiliate, agent, employee, advisor, consultant, or other independent contractor of the Company or the Member is entitled to receive payable hereunder, nor to make any capital contribution to the Company, or nor to return any capital distribution made to such person or entity it by the Company, nor to restore any negative capital account balance of that Member in order to enable the Company to make any payment hereunderunder this Section.