Common use of Indemnification of Covered Persons Clause in Contracts

Indemnification of Covered Persons. To the extent permitted by law, the Company shall indemnify, defend and hold harmless the Member and such officers, employees and agents of the Company as the Member identifies in writing as being entitled to indemnification under this provision (each a “Covered Person”) from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of any lawsuit, action or proceeding, together with any reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the foregoing (collectively “Damages”) suffered or sustained by such Covered Person by reason of any act, omission or alleged act or omission by such Covered Person arising out of such Covered Person’s activities taken primarily on behalf of the Company, or at the request or with the approval of the Company, or primarily in furtherance of the interests of the Company; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based did not constitute willful misconduct or gross negligence.

Indemnification of Covered Persons. To the extent permitted by ---------------------------------- law, the Company Partnership shall indemnify, defend and hold harmless the Member and such officers, employees and agents of the Company as the Member identifies in writing as being entitled to indemnification under this provision (each a “Covered Person”) Person from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of any lawsuit, action or proceedingproceeding (whether brought by a party to this Agreement or by any third party), together with any reasonable costs and expenses (including, without limitation, reasonable attorneys’ ' fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the foregoing (collectively “"Damages”") suffered or sustained by such Covered Person by reason ------- of any act, omission or alleged act or omission by such Covered Person arising out of such Covered Person’s 's activities taken primarily on behalf of the CompanyPartnership, or at the request or with the approval of the CompanyPartnership, or primarily in furtherance of the interests of the CompanyPartnership; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based did not constitute willful misconduct or gross negligence.

Indemnification of Covered Persons. To the fullest extent permitted by lawLaw, the Company shall indemnify, defend and hold harmless the Member and such officers, employees and agents of the Company as the Member identifies in writing as being entitled to indemnification under this provision (each a “Covered Person”) Person from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of any lawsuit, action or proceedingproceeding (whether brought by a party to this Agreement or by any third party), together with any reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the foregoing (collectively “Damages”) suffered or sustained by such Covered Person by reason of any act, omission or alleged act or omission by such Covered Person arising out of such Covered Person’s activities taken primarily on behalf of the Company, or at the request or with the approval of the Company, or primarily in furtherance of the interests of the Company; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based did not constitute willful misconduct misconduct, fraud, gross negligence or gross negligencewillful violation of the law.