Common use of Indemnified Persons Clause in Contracts

Indemnified Persons. The Committee Representatives, the Officers (if any) and each Member and its Affiliates, and the partners, members, shareholders, officers, directors, advisory directors, managers, employees and control persons (as such term is defined in the Securities Act) of each Member and its Affiliates (collectively, the "Indemnified Persons") shall not be liable, directly or indirectly, to the Company, any other Member or any other Person who has an interest in the Company for any act or omission (in relation to the Company or this Agreement) taken or omitted by such Indemnified Person in good faith in their capacity as such, provided that such act or omission did not constitute gross negligence, fraud or willful violation of the law, this Agreement or the fiduciary duties set forth in Section 5.10(a). To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Indemnified Person and may indemnify any other Person subject to approval and designation of such person for such indemnification by approval of the Management Committee against all claims, damages, losses, liabilities and expenses of whatever nature (including reasonable attorneys' fees and disbursements) ("Claims") relating to activities undertaken in connection with the Company in their capacity as such, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which such Indemnified Person may be or may have been involved as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person; provided that no indemnity shall be payable hereunder against any liability incurred by such Indemnified Person by reason of gross negligence, fraud, a willful violation of the law or a breach of this Agreement or the fiduciary duties set forth in Section 5.10(a). No Indemnified Person shall settle or compromise any Claim without the written consent, which consent shall not be unreasonably withheld, of the Management Committee, subject to Section 5.6.

Indemnified Persons. The Committee RepresentativesWithout limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Officers Surviving Corporation shall (if anyand Parent shall cause the Surviving Corporation to) indemnify and each Member and its Affiliateshold harmless, to the fullest extent permitted by applicable Law, and any of its Subsidiaries or Affiliates in effect on the partnersdate of this Agreement, memberseach current or former director or officer of the Company or any of its Subsidiaries prior to the Effective Time who is entitled to indemnification pursuant to the Organizational Documents of the Company or its Subsidiaries (each, shareholderstogether with such Person’s heirs, officersexecutors and administrators, directorsan “Indemnified Person” and, advisory directors, managers, employees and control persons (as such term is defined in the Securities Act) of each Member and its Affiliates (collectively, the "“Indemnified Persons"”) shall not be liablefrom and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director or officer of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries or other Affiliates, or taken at the request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, trustee or fiduciary of another Person (including any employee benefit plan), to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto (including any other Member disposition of assets of the Surviving Corporation or any other of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person who has delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.10(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (w) the Surviving Corporation will have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (x) each Indemnified Person will be entitled to retain his or her own counsel (the reasonable and documented fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding, (y) the Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an interest Indemnified Person in the Company for any act or omission (in relation defense of such Legal Proceeding, subject to the Company or this Agreement) taken or omitted execution by such Indemnified Person of appropriate undertakings in good faith favor of the indemnifying parties to repay such advanced costs and expenses if it is ultimately determined in their capacity as such, provided a final and nonappealable judgement of a court of competent jurisdiction that such act Indemnified Person is not entitled to be indemnified under this Section 6.10(b) and (z) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or omission did not constitute gross negligenceher prior written consent (unless such settlement relates only to monetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, fraud none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or willful violation otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the lawtermination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the fiduciary duties set forth in Section 5.10(aconduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person). To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Indemnified Person and may indemnify any other Person subject to approval and designation of such person for such indemnification by approval of the Management Committee against all claims, damages, losses, liabilities fees and expenses of whatever nature (including reasonable attorneys' fees and disbursements) ("Claims") relating to activities undertaken in connection with the Company in their capacity as such, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which such Indemnified Person may be or may have been involved as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person; provided that no indemnity shall be payable hereunder against any liability incurred paid by such Indemnified Person by reason of gross negligence, fraud, a willful violation of the law or a breach of this Agreement or the fiduciary duties set forth in Section 5.10(a). No Indemnified Person shall settle or compromise any Claim without the written consent, which consent shall not be unreasonably withheld, of the Management Committee, subject to Section 5.6Surviving Corporation.

Indemnified Persons. The Committee Representatives, the Officers (if any) and each Member and its Affiliates, and the partners, members, shareholders, officers, directors, advisory directors, managers, employees and control persons (as such term is defined in the Securities Act) of each Member and its Affiliates (collectively, the "Indemnified Persons") shall not be liable, directly or indirectly, to the Company, any other Member or any other Person who has an interest in the Company for any act or omission (in relation to the Company or this Agreement) taken or omitted by such Indemnified Person in good faith in their capacity as such, provided that such act or omission did not constitute gross negligence, fraud or willful violation of the law, this Agreement or the fiduciary duties set forth in Section 5.10(a). To the fullest extent permitted by applicable law, the Company Lessee shall indemnify and hold harmless Brazos, each Indemnified Person general and may indemnify limited partner of Brazos, any other Person subject to approval Assignee, any successor or successors and designation any Affiliate of such person for such indemnification by approval each of them, and their respective officers, directors, incorporators, shareholders, partners (general and limited, including, without limitation, the general and limited partners of Brazos), employees, agents and servants (each of the Management Committee foregoing an "Indemnified Person") from and against all liabilities, taxes, losses, obligations, claims, damages, lossespenalties, liabilities causes of action, suits, costs and expenses of whatever nature (including including, without limitation, reasonable attorneys' and accountants' fees and disbursementsexpenses) ("Claims") or judgments of any nature, except to the extent resulting from gross negligence or willful misconduct of such Indemnified Person, relating to activities undertaken or in connection with the Company in their capacity as suchany way arising out of: (a) The ordering, includingdelivery, but not limited toacquisition, amounts paid in satisfaction construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by Lessee of judgmentstitle and registration documents, in compromise or as fines and penaltiesownership, and counsel fees and expenses reasonably incurred in connection with the investigationuse, defense non-use, misuse, lease, operation, transportation, repair, control or disposition of any action, suit Property; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other proceedingright, whether civil by or criminalin respect of any Property; provided, before however, that upon request of Lessee, Brazos will make available to Lessee Brazos' rights under any court similar indemnification arising from any manufacturer's or administrative body in which such Indemnified Person may be vendor's warranties or may have been involved as a party undertakings with respect to any Property; or otherwise, AGREEMENT FOR GROUND LEASE - Page 21 -------------------------- (c) Any violation or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person; provided that no indemnity shall be payable hereunder against any liability incurred alleged violation (other than an alleged violation by such Indemnified Person Brazos) by reason of gross negligence, fraud, a willful violation of the law or a breach Lessee of this Agreement or the fiduciary duties set forth in Section 5.10(a). No Indemnified Person shall settle of any contracts or compromise agreements to which Lessee is a party or by which it is bound, or any Claim without the written consentlaws, which consent shall not be unreasonably withheldrules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and any other Legal Requirements, including, without limitation, any Legal Requirements with respect to the Management Committeeenvironment or the regulation of hazardous materials or substances, subject to Section 5.6or any breach of a representation or warranty by Lessee under this Agreement.

Indemnified Persons. The Committee RepresentativesIn the event any proceeding shall be initiated against any of the Indemnified Persons, the Officers (if any) and each Member and Company shall furnish a defense to the Indemnified Persons, shall be permitted to control, in the exercise of its Affiliatesreasonable judgment, the defense of any such action or proceeding, and pay all fees of counsel to the partnersIndemnified Persons. Any settlement of litigation that involves the Issuer shall require the consent of the Issuer. Notwithstanding anything to the contrary contained herein, membersthe Company shall have no liability to indemnify the Issuer, shareholdersthe Department or the Trustee against claims or damages resulting from the Indemnified Persons' own willful misconduct, officersbad faith or fraud. (b) No recourse shall be had for the enforcement of any obligation, directors, advisory directors, managers, employees and control persons (as such term is defined promise or agreement of the Indemnified Persons contained herein or in the Securities Act) other documents to which the Indemnified Persons is a party or for any claim based hereon or otherwise in respect hereof or thereof against any director, member, officer, agent, attorney or employee, as such, in his individual capacity, past, present or future, of each Member the Indemnified Persons or of any successor entity, either directly or through the Indemnified Persons or any successor entity whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise. No personal liability whatsoever shall attach to, or be incurred by, any director, member, officer, agent, attorney or employee as such, past, present or future, of the Indemnified Persons or any successor entity, either directly or through the Indemnified Persons or any successor entity, under or by reason of any of the obligations, promises or agreements entered into between the Indemnified Persons and its Affiliates (collectivelythe Company, whether herein contained or to be implied herefrom as being supplemental hereto; and all personal liability of that character against every such director, member, officer, agent, attorney and employee is, by the execution of this Loan Agreement and as a condition of, and as part of the consideration for execution of this Loan Agreement, expressly waived and released. Notwithstanding any other provision of this Loan Agreement, the "Indemnified Persons") Issuer shall not be liable, directly or indirectly, to the Company, any other Member or any other Person who has an interest in the Company for any act or omission (in relation liable to the Company or this Agreement) taken the Trustee or omitted by such Indemnified Person in good faith in their capacity as such, provided that such act or omission did not constitute gross negligence, fraud or willful violation any other person for any failure of the lawIssuer to take action under this Loan Agreement unless the Issuer (a) is requested in writing by an appropriate person to take such action, (b) is assured of payment of, or reimbursement for, any reasonable expenses in such action, and (c) is afforded, under the existing circumstances, a reasonable period to take such action. In acting under this Agreement Loan Agreement, or the fiduciary duties set forth in Section 5.10(a). To the fullest extent permitted by applicable lawrefraining from acting under this Loan Agreement, the Company shall indemnify and hold harmless each Indemnified Person and Issuer may indemnify any other Person subject to approval and designation conclusively rely on the advice of such person for such indemnification by approval of the Management Committee against all claims, damages, losses, liabilities and expenses of whatever nature (including reasonable attorneys' fees and disbursements) ("Claims") relating to activities undertaken in connection with the Company in their capacity as such, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which such Indemnified Person may be or may have been involved as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person; provided that no indemnity shall be payable hereunder against any liability incurred by such Indemnified Person by reason of gross negligence, fraud, a willful violation of the law or a breach of this Agreement or the fiduciary duties set forth in Section 5.10(a). No Indemnified Person shall settle or compromise any Claim without the written consent, which consent shall not be unreasonably withheld, of the Management Committee, subject to Section 5.6its counsel.

Indemnified Persons. The Committee RepresentativesWithout limiting any other provision of this Agreement or of any other Loan Document, the Officers (if any) Borrowers hereby jointly and severally indemnify each Member Lender, Agent and its Affiliates, and the partners, members, shareholderstheir respective directors, officers, directorsemployees, advisory directors, managers, employees Affiliates and control persons (as such term is defined in the Securities Act) of each Member and its Affiliates agents (collectively, the "Indemnified Persons") shall not be liableagainst, directly or indirectly, and agree to the Company, any other Member or any other Person who has an interest in the Company for any act or omission (in relation to the Company or this Agreement) taken or omitted by hold each such Indemnified Person in good faith in their capacity as suchharmless from, provided that such act or omission did not constitute gross negligence, fraud or willful violation of the law, this Agreement or the fiduciary duties set forth in Section 5.10(a). To the fullest extent permitted by applicable law, the Company shall indemnify any and hold harmless each Indemnified Person and may indemnify any other Person subject to approval and designation of such person for such indemnification by approval of the Management Committee against all claims, damagesdamages and liabilities, lossesincluding claims brought by any shareholder or former shareholder of any Borrower, liabilities and expenses of whatever nature (related expenses, including reasonable attorneys' fees and disbursements) ("Claims") relating to activities undertaken in connection with the Company in their capacity as such, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred in connection with the investigationexpenses, defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which such Indemnified Person may be or may have been involved as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person; provided that no indemnity shall be payable hereunder against any liability incurred by such Indemnified Person by reason arising out of gross negligenceany claim, fraudlitigation, investigation or proceeding (whether or not such Indemnified Person is a willful violation of party thereto) relating to any transactions, services or matters that are the law subject or arise in connection with or as a breach result of this Agreement or the fiduciary duties set forth transactions contemplated hereby (including, without limitation, relating to the properties or business of any Borrower, or any breach by a Borrower in Section 5.10(athe performance or observance of any representation, warranty, covenant or condition in this Agreement or any other Loan Document). No ; provided, however, that such indemnity shall not apply to any such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Indemnified Person, and if such Indemnified Person shall settle is a director, officer, employee, Affiliate or compromise any Claim without agent of a Lender or Agent, then, to the written consentextent of such gross negligence or willful misconduct, which consent such indemnity shall not be unreasonably withheldapply to such Lender or Agent, of the Management Committee, subject to Section 5.6as applicable.

Indemnified Persons. The Committee Representatives, the Officers (if any) and each Member and its Affiliates, and the partners, members, shareholders, officers, directors, advisory directors, managers, employees and control persons (as such term is defined in the Securities Act) of each Member and its Affiliates (collectively, the "“Indemnified Persons"”) shall not be liable, directly or indirectly, to the Company, any other Member or any other Person who has an interest in the Company for any act or omission (in relation to the Company or this Agreement) taken or omitted by such Indemnified Person in good faith in their capacity as such, provided that such act or omission did not constitute gross negligence, fraud or willful violation of the law, this Agreement or the fiduciary duties set forth in Section 5.10(a). To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Indemnified Person and may indemnify any other Person subject to approval and designation of such person for such indemnification by approval of the Management Committee against all claims, damages, losses, liabilities and expenses of whatever nature (including reasonable attorneys' ’ fees and disbursements) ("“Claims"”) relating to activities undertaken in connection with the Company in their capacity as such, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which such Indemnified Person may be or may have been involved as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person; provided that no indemnity shall be payable hereunder against any liability incurred by such Indemnified Person by reason of gross negligence, fraud, a willful violation of the law or a breach of this Agreement or the fiduciary duties set forth in Section 5.10(a). No Indemnified Person shall settle or compromise any Claim without the written consent, which consent shall not be unreasonably withheld, of the Management Committee, subject to Section 5.6.

Indemnified Persons. The Committee Representatives, To the Officers (if any) greatest extent not inconsistent with the laws and each Member and its Affiliates, and the partners, members, shareholders, officers, directors, advisory directors, managers, employees and control persons (as such term is defined in the Securities Act) of each Member and its Affiliates (collectively, the "Indemnified Persons") shall not be liable, directly or indirectly, to the Company, any other Member or any other Person who has an interest in the Company for any act or omission (in relation to the Company or this Agreement) taken or omitted by such Indemnified Person in good faith in their capacity as such, provided that such act or omission did not constitute gross negligence, fraud or willful violation public policies of the law, this Agreement or the fiduciary duties set forth in Section 5.10(a). To the fullest extent permitted by applicable lawState of Delaware, the Company shall indemnify and hold harmless each any current or former Member and their officers, shareholders, members, partners and principals (each, an “Indemnified Person Person”) for any claims, proceedings, expenses and may indemnify liability of any other Person subject nature whatsoever, as a matter of right, arising out of or incidental to approval and designation of such person for such indemnification by approval Indemnified Person’s involvement in the Company or in the management of the Management Committee against all claimsCompany’s affairs; provided that, damages, losses, liabilities and expenses of whatever nature (including reasonable attorneys' fees and disbursements) ("Claims") relating to activities undertaken in connection with the Company in their capacity as such, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which unless such Indemnified Person may be or may have been involved as is a party or otherwiseNonrecourse Party, or with which such Indemnified Person may be has met the standard of conduct for indemnification set forth in Section 13.2 hereof. The Company shall pay for or may have been threatened, while acting as such Indemnified Person; provided that no indemnity shall be payable hereunder against any liability reimburse the reasonable expenses incurred by such Indemnified Person in connection with any such proceeding in advance of final disposition thereof provided that in the case of any Indemnified Person other than a Nonrecourse Party: (i) such Indemnified Person furnishes the Company a written affirmation of such Indemnified Person’s good faith belief that it has met the standard of conduct for indemnification described in Section 13.2 hereof and (ii) such Indemnified Person furnishes the Company a written undertaking to repay the advance if it is ultimately determined that such Indemnified Person did not meet such standard of conduct. The undertaking referred to in clause (ii) above shall be a general obligation of such Indemnified Person, 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. The Company shall indemnify an Indemnified Person who is substantially successful, on the merits or otherwise, in the defense of any such proceeding, as a matter of right, against reasonable expenses incurred by reason such Indemnified Person in connection with the proceeding without the requirement of gross negligence, fraud, a willful violation of the law or a breach of this Agreement or the fiduciary duties determination as set forth in Section 5.10(a)13.2 hereof. No Upon demand by an Indemnified Person for indemnification or advancement of expenses, as the case may be, the Company shall settle expeditiously determine whether such Person is entitled thereto in accordance with this Section 13. The indemnification and advancement of expenses provided for under this Section 13 shall be applicable to any proceeding arising from acts or compromise omissions occurring before or after the adoption of this Section 13. The Company shall have the power, but not the obligation, to indemnify any Claim without the written consent, which consent shall not be unreasonably withheld, Person who is or was an employee or agent of the Management Committee, subject Company to Section 5.6the same extent as if such Person were a Member.