Common use of Indemnification by each Series Clause in Contracts

Indemnification by each Series. Each Series shall indemnify, defend, and hold harmless the Managing Member, its principals, shareholders, officers, directors, employees, representatives, agents or affiliates (as defined in Section 14(c)) from and against any loss, liability, damage, cost, or expense (including attorneys’ and accountants’ fees and expenses incurred in defense of any demands, claims, or lawsuits) actually and reasonably incurred arising from any act or omission performed or omitted by them on behalf of the Company or such Series, including, without limitation, any demands, claims, or lawsuits initiated by a Non-Managing Member (or assignee thereof); provided that the act or omission performed or omitted that was the basis of such loss, liability, damage, cost, or expense was not the result of gross negligence, willful misconduct, bad faith or reckless disregard. Furthermore, in any action or proceeding brought by a Non-Managing Member in the right of the Company or a Series to which the Managing Member or any affiliate is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Act and this Section 14(b). Each Series shall make advances to the Managing Member or its affiliates hereunder only if: (1) the demand, claim, lawsuit, or legal action relates to the performance of duties or services by such persons to the Company or such Series; (2) such demand, claim, lawsuit, or legal action is not initiated by a Non-Managing Member; and (3) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. Nothing contained in this Section 14(b) shall increase the liability of any Non-Managing Member to its Series beyond the amount of his capital and profits, if any, in such Series, including amounts received on distributions and Redemptions, together with interest thereon. The Managing Member may allocate and charge any liabilities, expenses or other obligations of the Company acquired or incurred by the Company with respect to this Section 14(b) and not readily associated with a particular Series to, between or among any one or more Series, in such manner and on such basis as the Managing Member in its reasonable discretion deems fair and equitable. All rights to indemnification and payment of legal fees and expenses shall not be affected by the dissolution of the Company or termination a Series or the withdrawal, insolvency, or dissolution of the Managing Member. The Company and each Series shall not incur the cost of that portion of liability insurance which insures the Managing Member and its affiliates for any liability as to which the Managing Member and its affiliates are prohibited from being indemnified.