Common use of Indemnity of the Manager Clause in Contracts

Indemnity of the Manager. To the greatest extent permitted by law, the Company shall indemnify and hold harmless the Manager and each owner, director, officer, employee, and agent of the Manager (herein the “Indemnified Parties”) against and from any personal loss, expense, damage, or injury suffered or sustained by the Manager by reason of any acts, omission, or alleged acts or omissions arising out of its activities on behalf of the Company or in furtherance of the interests of the Company, including but not limited to any judgment, award, settlement, reasonable attorney fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the Manager to any of the Indemnified Parties pursuant to an indemnification agreement no broader than this Section 10.8, if the acts, omissions, or alleged acts or omissions upon which the actual or threatened action, proceeding, or claim is based were for a purpose reasonably believed to be in the best interests of the Company, and were not performed or omitted fraudulently or in bad faith by the Indemnified Parties and were not in violation of the Manager’s fiduciary obligations to the Company. Any indemnification shall only be from the assets of the Company. Notwithstanding the foregoing, neither the Manager nor any owner, director, officer, employee, or agent of the Manager shall be indemnified for any loss or damage incurred by them in connection with any judgment entered in or settlement of any lawsuit involving allegations that federal or state securities laws were violated by the Manager or by any such person in connection with the offer or sale of Units unless: (a) where the lawsuit is not settled, the person seeking indemnification successfully defends that lawsuit; and

Indemnity of the Manager. To the greatest extent permitted by law, the Company shall indemnify and hold harmless the Manager and each owner, director, officer, employee, and agent of the Manager (herein the “Indemnified Parties”) against and from any personal loss, expense, damage, or injury suffered or sustained by the Manager by reason of any acts, omission, or alleged acts or omissions arising out of its activities on behalf of the Company or in furtherance of the interests of the Company, including but not limited to any judgment, award, settlement, reasonable attorney fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the Manager to any of the Indemnified Parties pursuant to an indemnification agreement no broader than this Section 10.8, if the acts, omissions, or alleged acts or omissions upon which the actual or threatened action, proceeding, or claim is based were for a purpose reasonably believed to be in the best interests of the Company, and were not performed or omitted fraudulently or in bad faith by the Indemnified Parties and were not in violation of the Manager’s fiduciary obligations to the Company. Any indemnification shall only be from the assets of the Company. Notwithstanding the foregoing, neither the Manager nor any owner, director, officer, employee, or agent of the Manager shall be indemnified for any loss or damage incurred by them in connection with any judgment entered in or settlement of any lawsuit involving allegations that federal or state securities laws were violated by the Manager or by any such person in connection with the offer or sale of Units unless: (a) where the lawsuit is not settled, the person seeking indemnification successfully defends that lawsuit; and:

Indemnity of the Manager. To the greatest extent permitted by law, the Company shall indemnify and hold harmless the Manager and each owner, director, officer, employee, and agent of the Manager (herein the “Indemnified Parties”) against and from any personal loss, expense, damage, or injury suffered or sustained by the Manager by reason of any acts, omission, or alleged acts or omissions arising out of its activities on behalf of the Company or in furtherance of the interests of the Company, including but not limited to any judgment, award, settlement, reasonable attorney attorneys’ fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the Manager to any of the Indemnified Parties pursuant to an indemnification agreement no broader than this Section 10.8, if the acts, omissions, or alleged acts or omissions upon which the actual or threatened action, proceeding, or claim is are based were for a purpose reasonably believed to be in the best interests of the Company, and were not performed or omitted fraudulently or in bad faith by the Indemnified Parties and were not in violation of the Manager’s fiduciary obligations to the Company. Any indemnification shall only be from the assets of the Company. Notwithstanding the foregoing, neither the Manager nor any owner, director, officer, employee, or agent of the Manager shall be indemnified for any loss or damage incurred by them in connection with any judgment entered in or settlement of any lawsuit involving allegations that federal or state securities laws were violated by the Manager or by any such person in connection with the offer or sale of Units unless: (a) where the lawsuit is not settled, the person seeking indemnification successfully defends that lawsuit; andand (b) indemnification is specifically approved by a court of law.