Common use of Liability Limitation, Indemnification and Contribution Clause in Contracts

Liability Limitation, Indemnification and Contribution. 2.4.1. No person shall be liable to LLC or the Members for any act or omission committed by such person while a Member or a designee of the Members or any of them, based upon errors of judgment, negligence, or other fault, or any breach of any fiduciary duty in connection with the business or affairs of LLC, unless the person would not be entitled to indemnification for such action, failure to act or breach under Section 2.4.2 of this Agreement were the person to seek indemnification thereunder. 2.4.2. Where a person is made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was A Member or the designee of the Members or any of them, LLC shall indemnify such person to the full extent permitted by law; provided that no indemnification or reimbursement shall be made to or on behalf of such person to the extent that a final judgment or other final adjudication binding upon the person establishes that the acts or omissions of the person as a Member or designee resulted from the bad faith, fraudulent or criminal act of the person. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by LLC promptly upon receipt by it of an undertaking of the person to repay such expenses if it shall ultimately be determined that the person is not entitled to be indemnified by LLC. In the case that any such action, suit or proceeding shall be brought against any such person, the person shall notify LLC of the commencement thereof, and LLC shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof. The rights provided to any person by this Section 2.4.2 shall be enforceable against LLC only by such person, who shall be presumed to have relied upon such rights in serving or continuing to serve as a Member or designee. No amendment to this Section 2.4.2 shall impair the rights of any such person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 2.4.2, the term “LLC” shall include any constituent enterprise (including any constituent of a constituent) absorbed by LLC in a consolidation or merger. The indemnification and reimbursement of expenses provided by this Section 2.4.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided by this Section 2.4.2 shall be available only to the extent that indemnification or reimbursement is unavailable to a person under any applicable policies of insurance or otherwise.

Liability Limitation, Indemnification and Contribution. 2.4.1. No person (a) The Member shall not be liable to LLC or the Members for any act or omission committed by such person while a Member or a designee of the Members or any of them, based upon errors of judgment, negligence, or other fault, or any breach of any fiduciary duty duty, in connection with the business or affairs of LLC, LLC unless the person Member would not be entitled to indemnification for such action, failure to act or breach under Section 2.4.2 of this Agreement 2.06(b) were the person Member to seek indemnification thereunder. 2.4.2. Where a person is (b) (i) LLC shall indemnify to the full extent permitted by law the Member and any employee, appointee or designee of LLC (an “Indemnified Party”), and the testator or intestate of any such Indemnified Party made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person such Indemnified Party is or was A Member an employee, appointee or the designee of the Members or any of them, LLC shall indemnify such person to the full extent permitted by lawLLC; provided that no indemnification or reimbursement shall be made to or on behalf of any such person Indemnified Party to the extent that a final judgment or other final adjudication binding upon the person such Indemnified Party establishes that the acts or omissions of the person as a Member or designee such Indemnified Party resulted from the bad faith, fraudulent fraud or criminal act of the personsuch Indemnified Party. Expenses, including attorneys’ fees, incurred by any such person Indemnified Party in defending any such action, suit or proceeding shall be paid or reimbursed by LLC promptly upon receipt by it of an undertaking of the person such Indemnified Party to repay such expenses if it shall ultimately be determined that the person such Indemnified Party is not entitled to be indemnified by LLC. In the case that any such action, suit or proceeding shall be brought against any such personIndemnified Party, the person such Indemnified Party shall notify LLC promptly of the commencement thereof, and LLC shall be entitled to participate therein and, to the extent that it is shall wish, to assume the defense thereof. . (ii) The rights provided to any person Indemnified Party by this Section 2.4.2 2.06(b) shall be enforceable against LLC only by such personIndemnified Party or the testator or intestate of such Indemnified Party, who shall be presumed to have relied upon such rights it in serving or continuing to serve as a Member an employee, appointee or designee. No amendment LLC will notify each Indemnified Party entitled to indemnification under this Section 2.4.2 2.06(b) of any amendment of this provision, and no such amendment shall impair the rights of any such person Indemnified Party arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 2.4.22.06(b), the term “LLC” shall include any constituent enterprise (including any constituent of a constituent) absorbed by LLC in a consolidation or merger. The indemnification and reimbursement of expenses provided by this Section 2.4.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided by this Section 2.4.2 shall be available only to the extent that indemnification or reimbursement is unavailable to a person under any applicable policies of insurance or otherwise.term

Liability Limitation, Indemnification and Contribution. 2.4.1. (a) No person shall be liable to LLC or the Members for any act or omission committed by such person while a Member or a designee of the Members or any of them, based upon errors of judgment, negligence, or other fault, or any breach of any fiduciary duty in connection with the business or affairs of LLC, unless the person would not be entitled to indemnification for such action, failure to act or breach under Section 2.4.2 2.04(b) of this Agreement were the person to seek indemnification thereunder. 2.4.2. (i) Where a person is made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was A a Member or the designee of the Members or any of them, LLC shall indemnify such person to the full extent permitted by law; provided that no indemnification or reimbursement shall be made to or on behalf of such person to the extent that a final judgment or other final adjudication binding upon the person establishes that the acts or omissions of the person as a Member or designee resulted from the bad faith, or fraudulent or criminal act of the person. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by LLC promptly upon receipt by it of an undertaking of the person to repay such expenses if it shall ultimately be determined that the person is not entitled to be indemnified by LLC. In the case that any such action, suit or proceeding shall be brought against any such person, the person shall notify LLC of the commencement thereof, and LLC shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof. . (ii) The rights provided to any person by this Section 2.4.2 2.04(b) shall be enforceable against LLC only by such person, who shall be presumed to have relied upon such rights in serving or continuing to serve as a Member or designee. No amendment to this Section 2.4.2 2.04(b) shall impair the rights of any such person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 2.4.22.04(b), the term “LLC” shall include any constituent enterprise (including any constituent of a constituent) absorbed by LLC in a consolidation or merger. . (iii) The indemnification and reimbursement of expenses provided by this Section 2.4.2 2.04(b) shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided by this Section 2.4.2 2.04(b) shall be available only to the extent that indemnification or reimbursement is unavailable to a person under any applicable policies of insurance or otherwise.

Liability Limitation, Indemnification and Contribution. 2.4.1. No person shall be liable to LLC or the Members for any act or omission committed by such person while a Member or a designee of the Members or any of them, based upon errors of judgment, negligence, or other fault, or any breach of any fiduciary duty in connection with the business or affairs of LLC, unless the person would not be entitled to indemnification for such action, failure to act or breach under Section 2.4.2 of this Agreement were the person to seek indemnification thereunder. 2.4.2. Where a person is made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was A a Member or the designee of the Members or any of them, LLC shall indemnify such person to the full extent permitted by law; provided that no indemnification or reimbursement shall be made to or on behalf of such person to the extent that a final judgment or other final adjudication binding upon the person establishes that the acts or omissions of the person as a Member or designee resulted from the bad faith, fraudulent or criminal act of the person. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by LLC promptly upon receipt by it of an undertaking of the person to repay such expenses if it shall ultimately be determined that the person is not entitled to be indemnified by LLC. In the case that any such action, suit or proceeding shall be brought against any such person, the person shall notify LLC of the commencement thereof, and LLC shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof. The rights provided to any person by this Section 2.4.2 shall be enforceable against LLC only by such person, who shall be presumed to have relied upon such rights in serving or continuing to serve as a Member or designee. No amendment to this Section 2.4.2 shall impair the rights of any such person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 2.4.2, the term “LLC” shall include any constituent enterprise (including any constituent of a constituent) absorbed by LLC in a consolidation or merger. The indemnification and reimbursement of expenses provided by this Section 2.4.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided by this Section 2.4.2 shall be available only to the extent that indemnification or reimbursement is unavailable to a person under any applicable policies of insurance or otherwise.

Liability Limitation, Indemnification and Contribution. 2.4.1. No person Notwithstanding anything to the contrary contained in this Agreement or otherwise applicable provision of law or equity, to the maximum extent permitted by the Delaware Act, a Covered Person shall be liable owe no duties (including fiduciary duties) to LLC or the Members for Company, to any act or omission committed by such person while a Member or to any other Covered Person; provided, however that a designee Covered Person shall have the duty to act in accordance with the Delaware Act and the implied contractual covenant of good faith and fair dealing. (a) To the maximum extent not prohibited by applicable law, the Company shall indemnify each Covered Person against any Claim, except to the extent that such Covered Person has been determined ultimately by a court of competent jurisdiction to have engaged in Disabling Conduct. Unless otherwise determined by the Managing Member in its discretion, the Company shall not indemnify any Non-Managing Member against any Claims that were directly and proximately caused by an internal dispute solely among such Member and one or more other Members that has not arisen as a result of a Claim or potential Claim by a third party. The Company may in the sole judgment of the Members or Managing Member pay the expenses incurred by any of themsuch Person indemnifiable hereunder, based upon errors of judgmentas such expenses are incurred, negligence, or other fault, or any breach of any fiduciary duty in connection with any proceeding in advance of the business or affairs final disposition. The termination of LLC, unless the person would not be entitled to indemnification for such action, failure to act or breach under Section 2.4.2 of this Agreement were the person to seek indemnification thereunder. 2.4.2. Where a person is made or threatened to be made a party to any action, suit or proceedingproceeding by judgment, whether civilorder, criminalsettlement, administrative conviction, or investigativea plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a Covered Person engaged in Disabling Conduct. The Company’s obligation, if any, to indemnify or advance expenses to any Covered Person is intended to be secondary to any such obligation of, and shall be reduced by reason any amount such Person may collect as indemnification or advancement from, the Fund or any portfolio company or subsidiary thereof. (b) Notwithstanding anything to the contrary in this Agreement, the Company may, in the sole judgment of the fact Managing Member, pay any obligations or liabilities arising out of this Section 10.1 as a secondary indemnitor at any time prior to any primary indemnitor making any payments any such primary indemnitor owes, it being understood that any such payment by the person Company shall not constitute a waiver of any right of contribution or subrogation to which the Company is entitled (including against any primary indemnitor) or was A relieve any other indemnitor from any indemnity obligations. Neither the Managing Member or nor the designee of the Members or any of them, LLC Company shall indemnify such person be required to the full extent permitted by law; provided that no seek indemnification or reimbursement shall be made contribution from any other sources with respect to or on behalf of such person any amounts paid by the Company in accordance with this Section 10.1, except to the extent that a final judgment or other final adjudication binding upon the person establishes that the acts or omissions of the person as a Member or designee resulted from the bad faith, fraudulent or criminal act of the person. Expenses, including attorneys’ fees, incurred by any such person set forth in defending any such action, suit or proceeding shall be paid or reimbursed by LLC promptly upon receipt by it of an undertaking of the person to repay such expenses if it shall ultimately be determined that the person is not entitled to be indemnified by LLC. In the case that any such action, suit or proceeding shall be brought against any such person, the person shall notify LLC of the commencement thereof, and LLC shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof. The rights provided to any person by this Section 2.4.2 shall be enforceable against LLC only by such person, who shall be presumed to have relied upon such rights in serving or continuing to serve as a Member or designee. No amendment to this Section 2.4.2 shall impair the rights of any such person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 2.4.2, the term “LLC” shall include any constituent enterprise (including any constituent of a constituent) absorbed by LLC in a consolidation or merger. The indemnification and reimbursement of expenses provided by this Section 2.4.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided by this Section 2.4.2 shall be available only to the extent that indemnification or reimbursement is unavailable to a person under any applicable policies of insurance or otherwise10.1(c).

Liability Limitation, Indemnification and Contribution. 2.4.1. No person Notwithstanding anything to the contrary contained in this Agreement or otherwise applicable provision of law or equity, to the maximum extent permitted by the Delaware Act, a Covered Person shall be liable owe no duties (including fiduciary duties) to LLC or the Members for Company, to any act or omission committed by such person while a Member or to any other Covered Person; provided, however that a designee Covered Person shall have the duty to act in accordance with the Delaware Act and the implied contractual covenant of good faith and fair dealing. (a) To the maximum extent not prohibited by applicable law, the Company shall indemnify each Covered Person against any Claim, except to the extent that such Covered Person has been determined ultimately by a court of competent jurisdiction to have engaged in Disabling Conduct. Unless otherwise determined by the Managing Member in its discretion, the Company shall not indemnify any Non-Managing Member against any Claims that were directly and proximately caused by an internal dispute solely among such Member and one or more other Members that has not arisen as a result of a Claim or potential Claim by a third party. The Company may in the sole judgment of the Members or Managing Member pay the expenses incurred by any of themsuch Person indemnifiable hereunder, based upon errors of judgmentas such expenses are incurred, negligence, or other fault, or any breach of any fiduciary duty in connection with any proceeding in advance of the business or affairs final disposition. The termination of LLC, unless the person would not be entitled to indemnification for such action, failure to act or breach under Section 2.4.2 of this Agreement were the person to seek indemnification thereunder. 2.4.2. Where a person is made or threatened to be made a party to any action, suit or proceedingproceeding by judgment, whether civilorder, criminalsettlement, administrative conviction, or investigativea plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a Covered Person engaged in Disabling Conduct. The Company’s obligation, if any, to indemnify or advance expenses to any Covered Person is intended to be secondary to any such obligation of, and shall be reduced by reason any amount such Person may collect as indemnification or advancement from, the Fund or any portfolio company or subsidiary thereof. (b) Notwithstanding anything to the contrary in this Agreement, the Company may, in the sole judgment of the fact Managing Member, pay any obligations or liabilities arising out of this Section 10.1 as a secondary indemnitor at any time prior to any primary indemnitor making any payments any such primary indemnitor owes, it being understood that any such payment by the person Company shall not constitute a waiver of any right of contribution or subrogation to which the Company is entitled (including against any primary indemnitor) or was A relieve any other indemnitor from any indemnity obligations. Neither the Managing Member nor the Company shall be required to seek indemnification or contribution from any other sources with respect to any amounts paid by the designee of the Members or any of themCompany in accordance with this Section 10.1, LLC shall indemnify such person except to the full extent permitted by law; provided that no set forth in Section 10.1(c). (c) Before causing the Company to make payments pursuant to this Section 10.1 to any Covered Person entitled to seek indemnification or reimbursement shall be made to or hereunder, the Managing Member shall, on behalf of itself or such person to the extent that a final judgment or other final adjudication binding upon the person establishes that the acts or omissions of the person as a Member or designee resulted from the bad faith, fraudulent or criminal act of the person. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by LLC promptly upon receipt by it of an undertaking of the person to repay such expenses if it shall ultimately be determined that the person is not entitled to be indemnified by LLC. In the case that any such action, suit or proceeding shall be brought against any such person, the person shall notify LLC of the commencement thereof, and LLC shall be entitled to participate therein andCovered Person, to the extent that it shall wishthe Managing Member reasonably believes that amounts are recoverable, first use commercially reasonable efforts to assume seek indemnification (i) from applicable third party insurance policies (if any) or (ii) based on applicable indemnification rights against the defense thereof. Fund and its portfolio companies; provided that the Managing Member may cause the Company to make indemnification payments under this Section 10.1 at any time if the Managing Member reasonably believes that such Covered Person will not receive timely indemnification on terms reasonably acceptable to such Covered Person from such other sources or if such indemnification is to pay the expenses incurred by such Covered Person in advance of the final disposition in accordance with this Section 10.1. (d) The rights provided to any person Covered Person by this Section 2.4.2 10.1 shall be enforceable against LLC the Company only by such person, who shall be presumed to have relied upon such rights in serving or continuing to serve as a Member or designee. No amendment to this Section 2.4.2 shall impair the rights of any such person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 2.4.2, the term “LLC” shall include any constituent enterprise Covered Person. (including any constituent of a constituente) absorbed by LLC in a consolidation or merger. The indemnification and reimbursement of expenses provided by this Section 2.4.2 10.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However. (f) The Managing Member is specifically authorized and empowered for and on behalf of the Company to enter into any agreement with any Covered Person, deed poll or other instrument that the indemnification and reimbursement Managing Member considers to be necessary or advisable to give full effect to the provisions of expenses so provided by this Section 2.4.2 shall be available only to the extent that indemnification or reimbursement is unavailable to a person under any applicable policies of insurance or otherwise10.1.