Common use of Indemnification of the Partners Clause in Contracts

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Representative Partners, the Members, the Partners and their Affiliates, and their respective partners, shareholders, directors, officers, employees and agents and/or the legal representatives of any of them, and each other Person who may incur liability as a Partner or otherwise in connection with the management or ownership of the Partnership, any entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any Indemnified Party and to approve the terms of any proposed settlement. The Partnership shall advance to any Indemnified Party or Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Partner hereby agrees, and each other Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section. The rights accruing to a Partner and each other Indemnified Party under this Section 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided that any right of indemnity or reimbursement granted in this Section 7.1 or to which any Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 shall not be construed so as to provide for the indemnification of a Partner or any other Indemnified Party for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Representative Partners, the Members, the Partners and their Affiliatesany partner, officer, employee, agent or affiliate of a Partner and their respective partners, shareholders, directors, officers, employees and agents any employee or agent of the Partnership and/or the legal representatives of any of them, and each other Person person who may incur liability as a Partner partner or otherwise in connection with the management or ownership of the Partnership, Partnership or any corporation or other entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party")investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party he or it may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any Indemnified Party indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to a Partner and any Indemnified Party partner, officer, employee, agent or affiliate of a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceedingproceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreement. Each Partner hereby agrees, and each other Indemnified Party partner, officer, employee, agent or affiliate of the Partner or the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this SectionSection 8.1(a). The rights accruing to a Partner and each other Indemnified Party partner, officer, employee, agent or affiliate of a Partner or the Partnership under this Section 7.1 8.1(a) shall not exclude any other right to which it or they may be lawfully entitled; provided provided, that any right of indemnity or reimbursement granted in this Section 7.1 8.1(a) or to which any Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 shall not be construed so as to provide for the indemnification of a Partner or any other Indemnified Party for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 to the fullest extent permitted by law.indemnified party

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Representative Partners, the Members, the Partners and their Affiliates, and their respective partners, shareholders, directors, officers, employees and agents and/or the legal representatives of any of them, and each other Person who may incur liability as a Partner or otherwise in connection with the management or ownership of the Partnership, Partnership or any entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any Indemnified Party and to approve the terms of any proposed settlement. The Partnership shall advance to any Indemnified Party or Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Partner hereby agrees, and each other Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section. The rights accruing to a Partner and each other Indemnified Party under this Section 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided that any right of indemnity or reimbursement granted in this Section 7.1 or to which any Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 shall not be construed so as to provide for the indemnification of a Partner or any other Indemnified Party for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 to the fullest extent permitted by law.

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Representative PartnersGeneral Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the MembersGeneral Partner, any Limited Partner or any Advisory Committee member and any employee or agent of the Partners and their Affiliates, and their respective partners, shareholders, directors, officers, employees and agents Partnership and/or the legal representatives of any of them, and each other Person person who may incur liability as a Partner or otherwise general partner in connection with the management or ownership of the Partnership, Partnership or any corporation or other entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party")investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party he or it may be involved or with which he or it may be threatened, while a Partner general partner or serving in such other capacity or thereafter, by reason of its being or having been a Partnergeneral partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his its office, or criminal intentmaterial breach of this Agreement. The Partnership shall have advance, in the right sole discretion of the General Partner, to approve the General Partner, any counsel selected by Limited Partner, any Indemnified Party Advisory Committee member and to approve any member, partner, employee or agent of the terms of General Partner, any proposed settlement. The Limited Partner, any Advisory Committee member or the Partnership shall advance to any Indemnified Party or Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each The General Partner hereby agrees, and each other Indemnified Party member, partner, employee or agent of the General Partner and the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section. The rights accruing to a General Partner, any Limited Partner and each other Indemnified Party member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership under this Section 7.1 paragraph shall not exclude any other right to which it or they may be lawfully entitled; provided provided, that any right of indemnity or reimbursement granted in this Section 7.1 paragraph or to which any Indemnified Party indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner withdrawn General Partner, and no withdrawn Partner Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 6.3 shall not be construed so as to provide for the indemnification of a the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or any other Indemnified Party Advisory Committee member for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Representative PartnersGeneral Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the MembersGeneral Partner, any Limited Partner or any Advisory Committee member and any employee or agent of the Partners and their Affiliates, and their respective partners, shareholders, directors, officers, employees and agents Partnership and/or the legal representatives of any of them, and each other Person person who may incur liability as a Partner or otherwise general partner in connection with the management or ownership of the Partnership, Partnership or any corporation or other entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party")investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party he or it may be involved or with which he or it may be threatened, while a Partner general partner or serving in such other capacity or thereafter, by reason of its being or having been a Partnergeneral partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his its office, or criminal intentmaterial breach of this Agreement. The Partnership shall have advance, in the right sole discretion of the General Partner, to approve the General Partner, any counsel selected by Limited Partner, any Indemnified Party Advisory Committee member and to approve any member, partner, employee or agent of the terms of General Partner, any proposed settlement. The Limited Partner, any Advisory Committee member or the Partnership shall advance to any Indemnified Party or Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each The General Partner hereby agrees, and each other Indemnified Party member, partner, employee or agent of the General Partner and the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section. The rights accruing to a 43 General Partner, any Limited Partner and each other Indemnified Party member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership under this Section 7.1 paragraph shall not exclude any other right to which it or they may be lawfully entitled; provided provided, that any right of indemnity or reimbursement granted in this Section 7.1 paragraph or to which any Indemnified Party indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner withdrawn General Partner, and no withdrawn Partner Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 6.3 shall not be construed so as to provide for the indemnification of a the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or any other Indemnified Party Advisory Committee member for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Representative PartnersGeneral Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the MembersGeneral Partner, any Limited Partner or any Advisory Committee member and any employee or agent of the Partners and their Affiliates, and their respective partners, shareholders, directors, officers, employees and agents Partnership and/or the legal representatives of any of them, and each other Person person who may incur liability as a Partner or otherwise general partner in connection with the management or ownership of the Partnership, Partnership or any corporation or other entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party")investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party he or it may be involved or with which he or it may be threatened, while a Partner general partner or serving in such other capacity or thereafter, by reason of its being or having been a Partnergeneral partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his its office, or criminal intentmaterial breach of this Agreement. The Partnership shall have advance, in the right sole discretion of the General Partner, to approve 44 the General Partner, any counsel selected by Limited Partner, any Indemnified Party Advisory Committee member and to approve any member, partner, employee or agent of the terms of General Partner, any proposed settlement. The Limited Partner, any Advisory Committee member or the Partnership shall advance to any Indemnified Party or Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each The General Partner hereby agrees, and each other Indemnified Party member, partner, employee or agent of the General Partner and the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section. The rights accruing to a General Partner, any Limited Partner and each other Indemnified Party member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership under this Section 7.1 paragraph shall not exclude any other right to which it or they may be lawfully entitled; provided provided, that any right of indemnity or reimbursement granted in this Section 7.1 paragraph or to which any Indemnified Party indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner withdrawn General Partner, and no withdrawn Partner Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 6.3 shall not be construed so as to provide for the indemnification of a the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or any other Indemnified Party Advisory Committee member for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Representative Partners, the Members, the Partners and their Affiliatesany partner, officer, employee, agent or affiliate of a Partner and their respective partners, shareholders, directors, officers, employees and agents any employee or agent of the Partnership and/or the legal representatives of any of them, and each other Person person who may incur liability as a Partner partner or otherwise in connection with the management or ownership of the Partnership, Partnership or any corporation or other entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party")investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party he or it may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any Indemnified Party indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to a Partner and any Indemnified Party partner, officer, employee, agent or affiliate of a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceedingproceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreement. Each Partner hereby agrees, and each other Indemnified Party partner, officer, employee, agent or affiliate of the Partner or the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this SectionSection 8.1 (a). The rights accruing to a Partner and each other Indemnified Party partner, officer, employee, agent or affiliate of a Partner or the Partnership under this Section 7.1 8.1(a) shall not exclude any other right to which it or they may be lawfully entitled; provided provided, that any right of indemnity or reimbursement granted in this Section 7.1 8.1(a) or to which any Indemnified Party indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner Partnership and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 8.1(a) shall not be construed so as to provide for the indemnification of a Partner or any other Indemnified Party partner, officer, employee, agent or affiliate of a Partner or the Partnership for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 8.1(a) to the fullest extent permitted by law. (b) The Partnership shall indemnify and hold harmless TCI Partner and any partner, officer, employee, agent or affiliate of TCI Partner from and against all Losses arising out of or resulting from the TCI Partner Liabilities. (c) The Partnership shall indemnify and hold harmless TCA Partner and any partner, officer, employee, agent or affiliate of TCA Partner from and against all Losses arising out of or resulting from the TCA Partner Liabilities.

Indemnification of the Partners. (a) Unless otherwise provided in Section 5.05(e) hereof and subject to Section 5.05(f) hereof, the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Property) shall indemnify, save harmless, and pay all Expenses of any Partner, any Partner’s partner, any partners, stockholders, officers, directors, employees or agents of any of them relating to any Expenses incurred by reason of any act performed or omitted to be performed by any Partner, or officer, director, employee or agent of any Partner in connection with the business of the Partnership. (b) Unless otherwise provided in Section 5.05(e) hereof and subject to Section 5.05(f) hereof, in the event of any action by any Limited Partner against the General Partner or officer or director of the General Partner, including a Partnership derivative suit, the Partnership, its receiver or its trustee (in the case of a receiver or trustee, to the extent of Property) shall indemnify, save harmless, and pay all Expenses of the General Partner, officer or director incurred in the defense of such action; provided that the General Partner, officer or director obtains a favorable final nonappealable judgment in such action. (c) All indemnities provided for in this Agreement shall survive the transfer of a Partner’s Interest. (d) The Partnership shall and the General Partner, jointly and severally, covenant and agree, unconditionally, absolutely and irrevocably, to indemnify and hold harmless the Representative Partners, the Members, the Partners each Class A Limited Partner from and their Affiliates, against any and their respective partners, shareholders, directors, officers, employees and agents and/or the legal representatives all Expenses arising out of or in connection with or by reason of any Person’s assertion that the liabilities, debts or other obligations of themthe Partnership are liabilities, and each debts or other Person who may incur obligations of such Class A Limited Partner; provided, however, that no such indemnification shall be required hereunder for any such Expenses resulting from any action taken by such Class A Limited Partner which exposes such Class A Limited Partner to liability as a Partner or otherwise in connection with the management or ownership of the Partnership, any entity in which the Partnership has an interest or any Licensed System general partner under Delaware law. (each, an "Indemnified Party"e) Sections 5.05(a), against all liabilities 5.05(b), 5.05(c) and expenses (including amounts paid in satisfaction of judgments5.05(d) hereof shall be enforced only to the maximum extent permitted by law and no Partner shall be indemnified from any liability for the fraud, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, or gross negligence of itself or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any Indemnified Party and to approve the terms of any proposed settlement. The Partnership shall advance to any Indemnified Party or Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Partner hereby agrees, and each other Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section. The rights accruing to a Partner and each other Indemnified Party under this Section 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided that any right of indemnity or reimbursement granted in this Section 7.1 or to which any Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 shall not be construed so as to provide for the indemnification of a Partner or any other Indemnified Party for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 to the fullest extent permitted by lawits Affiliates.