Common use of Indemnification; Reimbursement of Expenses; Insurance Clause in Contracts

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by law, and subject to the limitations set forth in this Section 5.4, and with, in each case, the Manager’s prior approval, (a) the Series shall indemnify the Manager and any director, officer, or employee of the Manager for the entirety of any Adverse Consequences that the Manager or any director, officer, or employee of the Manager may suffer including, but not limited to, any Manager or Officer who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that he, she or it is or was a Manager or any director, officer, or employee of the Manager and was acting within scope of duties or under the authority of the Members; (b) the Series shall pay, and advance or if the foregoing is not practicable, reimburse the Manager or any director, officer, or employee of the Manager for expenses incurred by it, him or her (1) in advance of any disposition of a Proceeding to which such Manager or any director, officer, or employee of the Manager was, is or is threatened to be made a party, and (2) in connection with his or her appearance as a witness or other participation in any Proceeding. Such indemnification shall also include reasonable counsel fees. The provisions of this Section 5.4 shall not be exclusive of any other right under any law, provision of the Certificate of Registered Series, the Certificate of Formation or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a material breach of this Agreement or the duties set forth herein, which breach, in the Manager’s reasonable opinion, causes a substantial loss to the Series, but shall apply to actions constituting simple negligence. The Series may purchase and maintain insurance to protect itself and any Manager, or any director, officer, or employee of the Manager, employee or agent of the Series, whether or not the Series would have the power to indemnify such Person under this Section 5.4. This indemnification obligation shall be limited to the assets of Series, and no Member shall be required to make any contribution to the capital of the Series in respect thereof.

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by law, and subject to the limitations set forth in this Section 5.4, and with, in each case, the Manager’s prior approval, (a) the Series shall indemnify the Manager and any director, officer, or employee of the Manager for the entirety of any Adverse Consequences that the Manager or any director, officer, or employee of the Manager may suffer including, but not limited to, any Manager or Officer who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that he, she or it is or was a Manager or any director, officer, or employee of the Manager and was acting within scope of duties or under the authority of the Members; (b) the Series shall pay, and advance or if the foregoing is not practicable, reimburse the Manager or any director, officer, or employee of the Manager for expenses incurred by it, him or her (1) in advance of any disposition of a Proceeding to which such Manager or any director, officer, or employee of the Manager was, is or is threatened to be made a party, and (2) in connection with his or her appearance as a witness or other participation in any Proceeding. Such indemnification shall also include reasonable counsel fees. The provisions of this Section 5.4 shall not be exclusive of any other right under any law, provision of the Certificate of Registered Series, the Certificate of Formation or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a material breach of this Agreement or the duties set forth herein, which breach, in the Manager’s reasonable opinion, causes a substantial loss to the Series, but shall apply to actions constituting simple negligence. The Series may purchase and maintain insurance to protect itself and any Manager, or any director, officer, or employee of the Manager, employee or agent of the Series, whether or not the Series would have the power to indemnify such Person under this Section 5.4. This indemnification obligation shall be limited to the assets of Series, and no Member shall be required to make any contribution to the capital of the Series in respect thereof.respect

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by law, and subject to the limitations set forth in this Section 5.4, and with, in each case, the Manager’s prior approval, Act: (a) the Series shall indemnify the Manager Company shall, and any directordoes hereby, officerindemnify, or employee hold harmless and defend each member and alternate member of the Executive Committee and each Manager for the entirety of any Adverse Consequences that the Manager or any director, officer, or employee of the Manager may suffer including, but not limited to, any Manager or Officer who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (“"Proceeding”"), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that he, she or it is or was a Manager member or any director, officer, or employee alternate member of the Executive Committee or a Manager and was acting within scope of duties or under the authority of the Members; (b) the Series Company shall pay, pay or reimburse each member and advance or if the foregoing is not practicable, reimburse the Manager or any director, officer, or employee alternate member of the Executive Committee and a Manager for expenses incurred by ithim, him her or her it (1) in advance of any the final disposition of a Proceeding to which such Manager member or any director, officer, or employee alternate member of the Executive Committee or a Manager was, is or is threatened to be made a party, and (2) in connection with his his, her or her its (and in the case of a Manager, any of its officers or employees) appearance as a witness or other participation in any Proceeding. Such indemnification shall also include reasonable counsel feesThe Company, by adoption of a resolution of the Members, may indemnify and advance expenses to an Officer, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to members and alternate members of the Executive Committee and Managers under the preceding sentence. The provisions of this Section 5.4 4.15 shall not be exclusive of any other right under any law, provision of the Certificate of Registered Series, the Certificate of Formation or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a material breach of this Agreement or the duties set forth herein, which breach, in the Manager’s reasonable opinion, causes a substantial loss to the SeriesAgreement, but shall apply to actions constituting simple negligence. The Series Company may purchase and maintain insurance to protect itself itself, the members and alternate members of the Executive Committee, the Manager and any Manager, or any director, officer, or employee of the ManagerOfficer, employee or agent of the SeriesCompany, whether or not the Series Company would have the power to indemnify such Person under this Section 5.44.15. This indemnification obligation shall be limited to the assets of Series, Company and no Member shall be required to make any contribution to the capital of the Series a Capital Contribution in respect thereof. Nothing contained in this Section 4.15 is intended to obligate the Company or its Subsidiaries to provide liability or other insurance on behalf of the Property Manager.

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by law, and subject to the limitations set forth in this Section 5.4, and with, in each case, the Manager’s prior approval, Act: (a) the Series shall indemnify Company shall, and does hereby, indemnify, defend and hold harmless and defend the Manager Manager, each Member and any directortheir respective employees, officeragents and representatives, or employee of the Manager for the entirety of any Adverse Consequences that the Manager or any director, officer, or employee of the Manager may suffer including, but not limited to, any Manager or Officer who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (“"Proceeding”"), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that he, she or it such Person is or was the Manager, a Manager Member or any directorthe employee, officer, agent or employee representative of the Manager or a Member, as the case may be, and was acting within scope of duties or under the authority of the MembersManager or a Member, as the case may be; (b) the Series Company shall pay, and advance pay or if the foregoing is not practicable, reimburse the Manager or any director, officer, or employee of the Manager each such Person for expenses incurred by it, him or her such Person (1i) in advance of any the final disposition of a Proceeding to which such Manager or any director, officer, or employee of the Manager Person was, is or is threatened to be made a party, and (2ii) in connection with his or her such Person's appearance as a witness or other participation in any Proceeding. Such indemnification shall also include reasonable counsel fees. The provisions of this Section 5.4 4.14 shall not be exclusive of any other right under any law, provision of the Certificate of Registered Series, the Certificate of Formation or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a material breach faith on the part of this Agreement or the duties set forth herein, which breach, in the Manager’s reasonable opinion, causes a substantial loss to the Seriesindemnified Person, but shall apply to actions constituting simple negligencenegligence by the indemnified Person. The Series Company may purchase and maintain insurance to protect itself and any Manageritself, or any director, officer, or employee of the Manager, employee any Officer, each Member and any employee, representative or agent of the SeriesManager or a Member, the Company or any Subsidiary, as the case may be, whether or not the Series Company would have the power to indemnify such Person under this Section 5.44.14. This indemnification obligation shall be limited to the assets of Series, Company and no Member shall be required to make any contribution to the capital of the Series a Capital Contribution in respect thereof. Nothing contained in this Section 4.14 is intended to obligate the Company or its Subsidiaries to provide liability or other insurance on behalf of the Property Manager.