Common use of Indemnification of Members, Managers and Officers Clause in Contracts

Indemnification of Members, Managers and Officers. (a) The Company shall indemnify each Covered Person and each Person serving at the request of the Company as a manager, director, officer, employee, partner, member or trustee of another entity (solely for purposes of this Section 7.3, all of the foregoing persons and entities being referred to individually as an “indemnified party” and collectively as “indemnified parties”), to the fullest extent permitted by the Act and other applicable law, and shall save and hold each indemnified party harmless from, and in respect of, all (A) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against such indemnified party that arise out of or in any way relate to the Company, its properties, business or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnification shall apply only so long as such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) a breach of this Agreement, in each case as finally determined by a court of competent jurisdiction, and (C) in the case of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawful. (b) To the greatest extent not inconsistent with the Act and laws and public policies of the State of Delaware, reasonable expenses (including reasonable legal fees) for which an indemnified party would be entitled by this Agreement that are incurred by such indemnified party in defending any claim, action or demand shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the indemnified party to repay such amount if it shall be determined that the indemnified party is not entitled to be indemnified as authorized in this Section 7.3. The undertaking described above must be a general obligation of the indemnified party, subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. Any indemnified party shall promptly seek recovery under any other indemnity or any insurance policies by which such indemnified party may be indemnified or covered, as the case may be. To the extent an indemnified party shall have received indemnity payments or advance (by insurance or otherwise) from any source other than the Company, such indemnified party shall return such advances to the Company. (c) The indemnification provisions of this Section 7.3 do not limit the right of any indemnified party to recover under any insurance policy maintained by the Company. If, with respect to any loss, damage, expense or liability for which indemnification under this Section 7.3 is provided, the indemnified party receives an insurance policy indemnification payment, which, together with any indemnification payment made by the Company, exceeds the amount of such loss, damage, expense or liability, then such Person will immediately repay such excess to the Company. (d) Any repeal or modification of any provision in this Section 7 shall not adversely affect any right or protection of an indemnified party existing prior to such repeal or modification.

Indemnification of Members, Managers and Officers. (a) The Company shall indemnify each Covered Person Indemnified Party against all Expenses, amounts paid in settlement, judgments, fines, penalties and each Person serving at ERISA excise taxes actually and reasonably incurred by or levied against such Indemnified Party in connection with such Proceeding if such Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the request best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe such Indemnified Party's conduct was unlawful. The termination of any Proceeding, whether by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Indemnified Party did not act in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that an Indemnified Party had reasonable cause to believe that such Indemnified Party's conduct was unlawful. To the fullest extent permitted by applicable law, an Indemnified Party shall be conclusively presumed to have met the relevant standards of conduct, as a managerdefined by the laws of the State of California or other applicable jurisdictions, director, officer, employee, partner, member or trustee of another entity (solely for purposes of indemnification pursuant to this Section 7.311.2, unless and until a court of competent jurisdiction, after all appeals, finally determines to the contrary, and the Company shall bear the burden of proof of establishing by clear and convincing evidence that such Indemnified Party failed to meet such standards of conduct. In any event, the foregoing persons and entities being referred Indemnified Party shall be entitled to individually as an “indemnified party” and collectively as “indemnified parties”), indemnification from the Company to the fullest extent permitted by the Act and other applicable law, and shall save and hold each indemnified party harmless fromincluding, and in respect ofwithout limitation, all (A) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against such indemnified party that arise out of or in any way relate amendments thereto subsequent to the Company, its properties, business or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) date of any such claim, action or demand; provided, however, that this indemnification shall apply only so long as such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) a breach of this Agreement, in each case as finally determined by a court of competent jurisdiction, and (C) in the case of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawful. (b) To the greatest extent not inconsistent with the Act and laws and public policies of the State of Delaware, reasonable expenses (including reasonable legal fees) for which an indemnified party would be entitled by this Agreement that are incurred by such indemnified party in defending any claimincrease the protection of the Members, action or demand shall, from time to time, be advanced by the Manager and the officers of the Company prior allowable under such laws. For purposes herein, an Indemnified Party shall be treated as "acting in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf best interests of the indemnified party to repay Company" unless such amount if it shall be determined that the indemnified party is not entitled to be indemnified as authorized Indemnified Party engaged in this Section 7.3. The undertaking described above must be a general obligation of the indemnified partygross negligence, subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. Any indemnified party shall promptly seek recovery under any other indemnity bad faith or any insurance policies by which such indemnified party may be indemnified or covered, as the case may be. To the extent an indemnified party shall have received indemnity payments or advance (by insurance or otherwise) from any source other than the Company, such indemnified party shall return such advances to the Companyintentional misconduct. (c) The indemnification provisions of this Section 7.3 do not limit the right of any indemnified party to recover under any insurance policy maintained by the Company. If, with respect to any loss, damage, expense or liability for which indemnification under this Section 7.3 is provided, the indemnified party receives an insurance policy indemnification payment, which, together with any indemnification payment made by the Company, exceeds the amount of such loss, damage, expense or liability, then such Person will immediately repay such excess to the Company. (d) Any repeal or modification of any provision in this Section 7 shall not adversely affect any right or protection of an indemnified party existing prior to such repeal or modification.

Indemnification of Members, Managers and Officers. 14.1 Indemnification by a Class A Member. Subject to Section 14.3, each Class A Member (athe "Indemnifying Member") The Company shall indemnify each Covered Person indemnify, defend and hold harmless the Company, the other Members, the other Members' Affiliates, and the other Members' and each Person serving at such Affiliate's officers, directors, employees, agents and representatives, and the request of Company's Managers and officers (collectively the Company as a manager"Other Indemnified Persons") from and against any and all claims, directordemands, officeractions, employeesuits, partnerdamages, member or trustee of another entity liabilities, losses, costs and expenses (solely for purposes of this Section 7.3including reasonable attorneys' fees and out-of-pocket disbursements), all of the foregoing persons judgments, fines, settlements and entities being referred to individually as an “indemnified party” and other amounts (collectively as “indemnified parties”"Damages"), to the fullest extent permitted by the Act and other applicable lawcaused by, and shall save and hold each indemnified party harmless from, and in respect of, all (A) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against such indemnified party that arise arising out of or in connection with any way relate to of the Companyfollowing: <PAGE> (a) the material breach of, or material misrepresentation contained in, any written representation or warranty made by the Indemnifying Member or its properties, business Affiliate in this Agreement or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnification shall apply only so long as such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) a breach of this Ancillary Agreement, or in each case as finally determined by a court of competent jurisdiction, and (C) in the case of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawful.officer's certificate delivered hereunder; (b) To the greatest extent not inconsistent with breach or default in any material respect in performance of any covenant or agreement required to be performed by the Act and laws and public policies of the State of Delaware, reasonable expenses (including reasonable legal fees) for which an indemnified party would be entitled by Indemnifying Member or its Affiliate contained in this Agreement that are incurred by such indemnified party or in defending any Ancillary Agreement; or (c) any claim, action or demand shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by or threat thereof, made or instituted as a result of acts or omissions of the Indemnifying Member or its Affiliates unrelated to the business and operations of the Company of an undertaking by or on behalf outside the scope of the indemnified party to repay such amount if it shall be determined that Indemnifying Member's rights or authority conferred by this Agreement, any Ancillary Agreement or any other understanding, agreement or arrangement between the indemnified party is not entitled to be indemnified as authorized in this Section 7.3. The undertaking described above must be a general obligation of the indemnified party, subject to such reasonable limitations as Members and/or the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. Any indemnified party shall promptly seek recovery under any other indemnity or any insurance policies by in which such indemnified party may be indemnified or covered, as the case may be. To the extent an indemnified party shall have received indemnity payments or advance (by insurance or otherwise) from any source other than the Company, such indemnified Member, such Member's Affiliates or such Other Indemnified Persons may be involved or be made a party shall return such advances to the Company. (c) The indemnification provisions of this Section 7.3 do not limit the right of any indemnified party to recover under any insurance policy maintained by the Company. If, with respect to any loss, damage, expense or liability for which indemnification under this Section 7.3 is provided, the indemnified party receives an insurance policy indemnification payment, which, together with any indemnification payment made by the Company, exceeds the amount reason of such lossMember being, damageor having been in the past, expense or liability, then such Person will immediately repay such excess to the Companya Member. (d) Any repeal or modification of any provision in this Section 7 shall not adversely affect any right or protection of an indemnified party existing prior to such repeal or modification.

Indemnification of Members, Managers and Officers. (a) The Company shall indemnify To the fullest extent permitted by applicable law, each Covered Person Manager and each Person serving at Officer (and their respective heirs, executors and administrators) shall be indemnified by the request Company (and any receiver, liquidator or trustee of, or successor to, the Company) from and against any and all liabilities, obligations, losses, damages, penalties, costs or expenses (including, without limitation, all costs and expenses of defense, appeal or settlement reasonably incurred by or imposed upon him) in connection with or arising out of any action, suit or proceeding in which he may be involved and which relates in any way to the Company or its business and assets, or to which he may be made a party by reason of his being or having been a Manager or Officer of the Company as or, at its request, a managerpartner or officer of any partnership, director, officer, employee, limited liability company or corporation of which it is a partner, member stockholder or trustee creditor and for which he is not entitled to be indemnified (whether or not he continues to be a Manager or Officer at the time of another entity imposing or incurring such expenses); provided, however, that no such indemnification shall be provided hereunder in respect of matters as to which a court of competent jurisdiction has entered a final and non-appealable judgment in such action, suit or proceeding that he is liable for breach of any duty expressly imposed by this Agreement; intentional misconduct; a knowing violation of law; or any transaction from which such Manager or Officer derived an improper personal benefit. With respect to any criminal action or proceeding, no such indemnification shall be provided hereunder if such Manager or Officer had reasonable cause to believe that his or her conduct was unlawful. In the event of a settlement of any such action, suit or proceeding, indemnification shall be provided hereunder only in connection with such matters covered by the settlement as to which the Company is advised by counsel that the person to be indemnified did not commit a breach of duty; intentional misconduct; a knowing violation of law; derive an improper personal benefit from a transaction; or have reasonable cause to believe that his or her conduct was unlawful. Notwithstanding the foregoing, no indemnification shall be provided hereunder in respect of any claim by the Company or any Member against a Manager or Officer other than a claim for costs and expenses of defense, appeal and settlement reasonably incurred by or imposed on him and otherwise indemnifiable hereunder. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled. (solely for purposes of this Section 7.3, all of b) Each Member Covered Person shall be indemnified and held harmless by the foregoing persons and entities being referred to individually as an “indemnified party” and collectively as “indemnified parties”)Company, to the fullest extent permitted by the Act and other under applicable law, from and shall save against any and hold each indemnified party harmless fromall liabilities, and in respect ofobligations, losses, damages, penalties, costs or expenses (including, without limitation, all (A) fees, costs and expenses of defense, appeal or settlement reasonably incurred by such Member Covered Person or imposed upon such Member Covered Person, whether or not the dispute or proceeding involves the Company or any Manager, Officer or Member), reasonably incurred or suffered by any such Member Covered Person in connection with or resulting from any claim, action or demand against such indemnified party that arise out the activities of or in any way relate to the Company, its propertiesprovided, business or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of that any such claim, action or demand; provided, however, that this indemnification Member Covered Person shall apply only not be so long as such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) indemnified and held harmless if there has been a breach of this Agreement, in each case as finally determined final and non-appealable judgment entered by a court of competent jurisdictionjurisdiction determining that, in respect of the matter for which such Member Covered Person is seeking indemnification or seeking to be held harmless hereunder, and (Ctaking into account the acknowledgments and agreements set forth in this Agreement, such Member Covered Person engaged in a bad faith violation of the implied contractual covenant of good faith and fair dealing or a bad faith violation of this Agreement. A Member Covered Person shall not be denied indemnification in whole or in part under this Section 5.5(b) because such Member Covered Person had an interest in the case transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawfulthis Agreement. (bc) To the greatest extent not inconsistent with the Act and laws and public policies of the State of Delaware, reasonable The Company shall pay expenses (including reasonable legal fees) for which an indemnified party would be entitled by this Agreement that as they are incurred by such indemnified party any Member Covered Person, Manager or Officer in defending connection with any action, claim, action or demand shallproceeding that the Member Covered Person, Manager or Officer asserts in good faith to be subject to the indemnification obligations set forth in this Agreement, upon receipt of an undertaking from time such Member Covered Person, Manager or Officer to time, be advanced repay all amounts so paid by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the indemnified party to repay such amount if extent that it shall be is finally determined that the indemnified party Member Covered Person, Manager or Officer is not entitled to be indemnified as authorized in this Section 7.3. The undertaking described above must be a general obligation of therefor under the indemnified party, subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. Any indemnified party shall promptly seek recovery under any other indemnity or any insurance policies by which such indemnified party may be indemnified or covered, as the case may be. To the extent an indemnified party shall have received indemnity payments or advance (by insurance or otherwise) from any source other than the Company, such indemnified party shall return such advances to the Company. (c) The indemnification provisions of this Section 7.3 do not limit the right of any indemnified party to recover under any insurance policy maintained by the Company. If, with respect to any loss, damage, expense or liability for which indemnification under this Section 7.3 is provided, the indemnified party receives an insurance policy indemnification payment, which, together with any indemnification payment made by the Company, exceeds the amount of such loss, damage, expense or liability, then such Person will immediately repay such excess to the Companyterms hereof. (d) Any repeal If a claim for indemnification or modification payment of expenses hereunder is not paid in full within ten days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any provision in this Section 7 such action the Company shall have the burden of proving that the claimant was not adversely affect any right entitled to the requested indemnification or protection payment of an indemnified party existing prior to such repeal or modificationexpenses under applicable law.

Indemnification of Members, Managers and Officers. 14.1 Indemnification by a Class A Member. Subject to Section 14.3, each Class A Member (athe "Indemnifying Member") The Company shall indemnify each Covered Person indemnify, defend and hold harmless the Company, the other Members, the other Members' Affiliates, and the other Members' and each Person serving at such Affiliate's officers, directors, employees, agents and representatives, and the request of Company's Managers and officers (collectively the Company as a manager"Other Indemnified Persons") from and against any and all claims, directordemands, officeractions, employeesuits, partnerdamages, member or trustee of another entity liabilities, losses, costs and expenses (solely for purposes of this Section 7.3including reasonable attorneys' fees and out-of-pocket disbursements), all of the foregoing persons judgments, fines, settlements and entities being referred to individually as an “indemnified party” and other amounts (collectively as “indemnified parties”"Damages"), to the fullest extent permitted by the Act and other applicable lawcaused by, and shall save and hold each indemnified party harmless from, and in respect of, all (A) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against such indemnified party that arise arising out of or in connection with any way relate to of the Companyfollowing: (a) the material breach of, or material misrepresentation contained in, any written representation or warranty made by the Indemnifying Member or its properties, business Affiliate in this Agreement or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnification shall apply only so long as such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) a breach of this Ancillary Agreement, or in each case as finally determined by a court of competent jurisdiction, and (C) in the case of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawful.officer's certificate delivered hereunder; (b) To the greatest extent not inconsistent with breach or default in any material respect in performance of any covenant or agreement required to be performed by the Act and laws and public policies of the State of Delaware, reasonable expenses (including reasonable legal fees) for which an indemnified party would be entitled by Indemnifying Member or its Affiliate contained in this Agreement that are incurred by such indemnified party or in defending any Ancillary Agreement; or (c) any claim, action or demand shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by or threat thereof, made or instituted as a result of acts or omissions of the Indemnifying Member or its Affiliates unrelated to the business and operations of the Company of an undertaking by or on behalf outside the scope of the indemnified party to repay such amount if it shall be determined that Indemnifying Member's rights or authority conferred by this Agreement, any Ancillary Agreement or any other understanding, agreement or arrangement between the indemnified party is not entitled to be indemnified as authorized in this Section 7.3. The undertaking described above must be a general obligation of the indemnified party, subject to such reasonable limitations as Members and/or the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. Any indemnified party shall promptly seek recovery under any other indemnity or any insurance policies by in which such indemnified party may be indemnified or covered, as the case may be. To the extent an indemnified party shall have received indemnity payments or advance (by insurance or otherwise) from any source other than the Company, such indemnified Member, such Member's Affiliates or such Other Indemnified Persons may be involved or be made a party shall return such advances to the Company. (c) The indemnification provisions of this Section 7.3 do not limit the right of any indemnified party to recover under any insurance policy maintained by the Company. If, with respect to any loss, damage, expense or liability for which indemnification under this Section 7.3 is provided, the indemnified party receives an insurance policy indemnification payment, which, together with any indemnification payment made by the Company, exceeds the amount reason of such lossMember being, damageor having been in the past, expense or liability, then such Person will immediately repay such excess to the Companya Member. (d) Any repeal or modification of any provision in this Section 7 shall not adversely affect any right or protection of an indemnified party existing prior to such repeal or modification.

Indemnification of Members, Managers and Officers. AGENTS AND EMPLOYEES A Member, Manager, or Officer, agent, employee or former Member, Manager, Officer or other person acting on behalf of the Company (athe "Indemnified Party") The shall have no liability to the Company or to any other Member, Manager, or Officer for his or her good faith reliance on the provision of this Agreement including, without any limitation, provisions that relate to the scope of duties, including the fiduciary duties, of Members, Managers, and Officers. Subject to such standards and restrictions as set forth in the Certificate of Formation and this Agreement, the Company shall indemnify each Covered Person any and each Person serving all its Members, Managers, Officers, or any persons, or such persons estate or intestate, who may have served at the request of the Company its request, or by its election or by its appointment as a managerMember, directorManager, officeror Officer , employeeagainst expenses, partner, member or trustee of another entity (solely for purposes of this Section 7.3, all of the foregoing persons and entities being referred to individually as an “indemnified party” and collectively as “indemnified parties”), to the fullest extent permitted by the Act and other applicable law, and shall save and hold each indemnified party harmless from, and in respect of, all (A) including attorney's fees, costs actually and expenses necessarily incurred by them in connection with the defense or resulting from settlement of any claimaction, action suit, or demand against such indemnified party that arise out proceeding in which they, or any of them , are made parties, or in any way relate to a party, by reason of being or having been Members, Managers, or Officers of the Company, its properties, business or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid except in settlement or compromise (if recommended by attorneys for the Company) of relation to matters as to which any such claimMember, action Manager, or demand; providedOfficer, howevereither current or former, that this indemnification or personal shall apply only so long as be adjudged in such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) a breach of this Agreement, in each case as finally determined by a court of competent jurisdiction, and (C) in the case of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawful. (b) To the greatest extent not inconsistent with the Act and laws and public policies of the State of Delaware, reasonable expenses (including reasonable legal fees) for which an indemnified party would be entitled by this Agreement that are incurred by such indemnified party in defending any claim, action or demand shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability as set forth therein, and may advance such expenses, all in accord with the law of Delaware. The indemnification provided hereby shall not be deemed exclusive under any agreement or otherwise, as both to action in his official capacity and as to action in another capacity while holding such office. The Company of an undertaking by or may purchase and maintain insurance on behalf of any Member, Manager, Officer against any liability asserted against and incurred by them to the indemnified party extent the Company would have the power to repay indemnify them against such amount if it liability under the provision of this Agreement and the law of Delaware. Notwithstanding a written agreement to the contrary, no Member shall be determined personally liable to the Company or any other Member for damages of any breach of duty in such capacity, provided that the indemnified party is such liability shall not entitled to be indemnified as authorized in this Section 7.3. The undertaking described above must be limited if a general obligation of the indemnified party, subject judgment or other final adjudication adverse to such reasonable limitations as the Company may permitMember establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained, but need in fact, a financial profit or other advantage to which he was not be secured and may be accepted without reference to financial ability to make repayment. Any indemnified party shall promptly seek recovery under legally entitled or that his acts violated Delaware law regarding indemnification, or is for any other indemnity or any insurance policies by act which such indemnified party may be indemnified or covered, as the case may be. To the extent is an indemnified party shall have received indemnity payments or advance (by insurance or otherwise) from any source other than the Company, such indemnified party shall return such advances to the Companyintentional violation of criminal law. (c) The indemnification provisions of this Section 7.3 do not limit the right of any indemnified party to recover under any insurance policy maintained by the Company. If, with respect to any loss, damage, expense or liability for which indemnification under this Section 7.3 is provided, the indemnified party receives an insurance policy indemnification payment, which, together with any indemnification payment made by the Company, exceeds the amount of such loss, damage, expense or liability, then such Person will immediately repay such excess to the Company. (d) Any repeal or modification of any provision in this Section 7 shall not adversely affect any right or protection of an indemnified party existing prior to such repeal or modification.