Common use of LIABILITY AND INDEMNIFICATION OF MANAGERS AND AUTHORIZED PERSONS Clause in Contracts

LIABILITY AND INDEMNIFICATION OF MANAGERS AND AUTHORIZED PERSONS. (a) No Manager shall be liable to any Member or to the Company by reason of the actions or inactions of such Person in the conduct of the business of the Company, except for such Person's fraud, gross negligence or willful misconduct. No amendment of this Agreement or repeal of any of its provisions shall limit or eliminate the benefits provided to the Manager under this provision with respect to any act or omission which occurred prior to such amendment or repeal. (b) The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless, the Manager and each director, manager, agent, officer, representative and employee thereof or Person who is deemed to control the Manager (hereinafter collectively referred to as the "Indemnitees") from and against any losses, claims, damages, liabilities or actions, joint or several, to which such Indemnitees may be subject by virtue of any act performed by such Indemnitee, or omitted to be performed by any such Indemnitee, in connection with the business of the Company or its formation and shall reimburse each such Indemnitee for any legal or other expenses reasonably incurred by such Person in connection with investigating, defending or preparing to defend any such loss, claim, damage, liability or action; provided, however, that, the Company shall -------- ------- ---- not be liable to any Indemnitee to the extent that in the final non-appealable judgment of a court of competent jurisdiction such loss, claim, damage, liability or action is found to arise from such Indemnitee's gross negligence or willful misconduct. Expenses incurred by an Indemnitee in defending a civil or criminal action, suit or proceeding arising out of or in connection with this Agreement or the Company's business or affairs shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnitee to repay such amount plus reasonable interest in the event that it shall ultimately be determined that the Indemnitee was not entitled to be indemnified by the Company in connection with such action. No amendment of this Agreement shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. The Company may carry insurance protecting it and potential Indemnitees from liabilities to third parties, to the extent practicable.

LIABILITY AND INDEMNIFICATION OF MANAGERS AND AUTHORIZED PERSONS. (a) No Manager shall be liable to any Member or to the Company by reason of the actions or inactions of such Person in the conduct of the business of the Company, except for such Person's fraud, gross negligence or willful misconduct. No amendment of this Agreement or repeal of any of its provisions shall limit or eliminate the benefits provided to the Manager under this provision with respect to any act or omission which occurred prior to such amendment or repeal. (b) The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless, the Manager and each director, manager, agent, officer, representative and employee thereof or Person who is deemed to control the Manager (hereinafter collectively referred to as the "Indemnitees") from and against any losses, claims, damages, liabilities or actions, joint or several, to which such Indemnitees may be subject by virtue of any act performed by such Indemnitee, or omitted to be performed by any such Indemnitee, in connection with the business of the Company or its formation and shall reimburse each such Indemnitee for any legal or other expenses reasonably incurred by such Person in connection with investigating, defending or preparing to defend any such loss, claim, damage, liability or action; provided, however, -------- ------- that, the Company shall -------- ------- ---- not be liable to any Indemnitee to the extent that in the final non-appealable judgment of a court of competent jurisdiction such loss, claim, damage, liability or action is found to arise from such Indemnitee's gross negligence or willful misconduct. Expenses incurred by an Indemnitee in defending a civil or criminal action, suit or proceeding arising out of or in connection with this Agreement or the Company's business or affairs shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnitee to repay such amount plus reasonable interest in the event that it shall ultimately be determined that the Indemnitee was not entitled to be indemnified by the Company in connection with such action. No amendment of this Agreement shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. The Company may carry insurance protecting it and potential Indemnitees from liabilities to third parties, to the extent practicable.