Common use of Limitation of Liability and Indemnification of Member Clause in Contracts

Limitation of Liability and Indemnification of Member. (a) Except as otherwise required by the Delaware Act, the Member shall not be liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. (b) The Member shall not be liable to the Company or to any other member of the Company or other person or entity who may become a party to or bound by this Agreement for any breach of this Agreement or of any duties (including fiduciary duties) arising under or in connection with this Agreement or the Company other than for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. (c) To the fullest extent permitted by applicable law, the Company shall (i) indemnify and hold harmless any person or entity and such person’s or entity’s executors, administrators, heirs, legal representatives, successors and assigns (each, a “Covered Person”) against all expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses incurred or suffered by such Covered Person by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign and (ii) advance expenses incurred by a Covered Person in defending or otherwise participating in any threatened, pending or completed action, suit or proceeding, whether civil criminal, administrative or investigative that such Covered Person was or is a party or was or is treated to be made a party by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign in advance of its final disposition to the fullest extent permitted by applicable law upon receipt of an undertaking by the Covered Person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified by the Company for such expenses under this Section 12 or otherwise.

Limitation of Liability and Indemnification of Member. (a) Except as otherwise required by the Delaware Act, the Member shall not be liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. (b) The Member shall not be liable to the Company or to any other member of the Company or other person or entity who may become a party to or bound by this Agreement for any breach of this Agreement or of any duties (including fiduciary duties) arising under or in connection with this Agreement or the Company other than for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. (c) To the fullest extent permitted by applicable law, the Company shall (i) indemnify and hold harmless any person or entity and such person’s or entity’s shareholders, members, directors, managers, executors, administrators, heirs, legal representatives, successors and assigns (each, a “"Covered Person”) who was or is a party or was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or entity is or was a member, shareholder, manager or director of the Company or is or was serving at the request of the Company as a member, shareholder, manager or director of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign, against all expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses incurred or suffered by such Covered Person by reason of the fact that in connection with such person action, suit or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign proceeding and (ii) advance expenses incurred by a such Covered Person in defending or otherwise participating in any threatened, pending or completed such action, suit or proceeding, whether civil criminal, administrative or investigative that such Covered Person was or is a party or was or is treated to be made a party by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign proceeding in advance of its final disposition to the fullest extent permitted by applicable law upon receipt of an undertaking by the Covered Person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified by the Company for such expenses under this Section 12 or otherwise.

Limitation of Liability and Indemnification of Member. (a) Except as otherwise required by the Delaware LLC Act, the Member shall not be liable for the debts, obligations obligation or liabilities of the Company, whether arising in contract, contract tort, or otherwise, solely by reason of being a member of the Company. (b) The . To the fullest extent permitted by applicable law, each Member shall not be liable to the Company or to any other member of the Company or other person or entity who may become a party to or bound by this the Agreement for any breach of this Agreement or of any duties (including fiduciary duties) arising under or in connection conjunction with this the Agreement or the Company other than for any act except in the case of fraud or omission that constitutes a bad faith violation dishonesty by or of the implied contractual covenant of good faith and fair dealing. (c) Member. To the fullest extent extend permitted by applicable lawlaw and other than in respect of a fraud or dishonest of which such person or entity may be guilty, the Company shall (i) indemnify Indemnify and hold harmless any person or entity and such person’s or entity’s executors, administrators, heirs, legal representatives, successors successors, and assigns (each, a “Covered Person”) against all expenseswho was or is a party or was or is threatened to the made a party to any threatened, attorneys’ feespending or completed action, court costssuit or proceeding, judgmentswhether civil criminal, finesadministrative, amounts paid in settlement and other losses incurred or suffered by such Covered Person investigative, by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, person employee or agent of the Company or is or was serving at the request of the Company as a membermember , manager, director, officerofficer authorized person employee, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign foreign, against all expenses, attorneys’ fees, court costs judgments, fines, amounts paid in settlement and (ii) advance other losses incurred or suffered by such Covered Person in connection with such action, suit or proceedings and Advance expenses incurred by a such Covered Person in defending or otherwise participating in any threatened, pending or completed such action, suit or proceeding, whether civil criminal, administrative or investigative that such Covered Person was or is a party or was or is treated to be made a party by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign proceeding in advance of its final disposition to the fullest extent permitted by applicable by law upon receipt of an undertaking by the Covered Person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified by the Company for such expenses under this Section section 12 or otherwise. AMENDMENT. This agreement may be amended by the Member provided however, that any amendment to the Agreement must be in writing and signed by the Member. GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of Bermuda. The Member herby consents to The exclusive jurisdiction of the courts of Bermuda, and Service process by mail.

Limitation of Liability and Indemnification of Member. (a) Except as otherwise required by the Delaware LLC Act, the Member shall not be liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. (b) The Member shall not be liable to the Company or to any other member of the Company or other person or entity who may become a party to or bound by this Agreement for any breach of this Agreement or of any duties (including fiduciary duties) arising under or in connection with this Agreement or the Company other than for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. (c) To the fullest extent permitted by applicable law, the Company shall (i) indemnify and hold harmless any person or entity and such person’s or entity’s executors, administrators, heirs, legal representatives, successors and assigns (each, a “Covered Person”) against all expenseswho was or is a party or was or is threatened to be made a party to any threatened, attorneys’ feespending or completed action, court costssuit or proceeding, judgmentswhether civil, finescriminal, amounts paid in settlement and other losses incurred administrative or suffered by such Covered Person investigative, by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign foreign, against all expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses incurred or suffered by such Covered Person in connection with such action, suit or proceeding and (ii) advance expenses incurred by a such Covered Person in defending or otherwise participating in any threatened, pending or completed such action, suit or proceeding, whether civil criminal, administrative or investigative that such Covered Person was or is a party or was or is treated to be made a party by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign proceeding in advance of its final disposition to the fullest extent permitted by applicable law upon receipt of an undertaking by the Covered Person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified by the Company for such expenses under this Section 12 or otherwiselaw.

Limitation of Liability and Indemnification of Member. (a) Except as otherwise required by the Delaware Act, the Member shall not be liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. (b) The Member shall not be liable to the Company or to any other member of the Company or other person or entity who may become a party to or bound by this Agreement for any breach of this Agreement or of any duties (including fiduciary duties) arising under or in connection with this Agreement or the Company other than for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. (c) To the fullest extent permitted by applicable law, the Company shall (i) indemnify and hold harmless any person or entity and such person’s or entity’s executors, administrators, heirs, legal representatives, successors and assigns (each, a “Covered Person”) who was or is a party or was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to become a direction or officer of the Company, or is or was serving at the request of the Company as a director, officer, manager or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign, against all expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses incurred or suffered by such Covered Person by reason of the fact that in connection with such person action, suit or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign proceeding and (ii) advance expenses incurred by a such Covered Person in defending or otherwise participating in any threatened, pending or completed such action, suit or proceeding, whether civil criminal, administrative or investigative that such Covered Person was or is a party or was or is treated to be made a party by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign proceeding in advance of its final disposition to the fullest extent permitted by applicable law upon receipt of an undertaking by the Covered Person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified by the Company for such expenses under this Section 12 or otherwise.

Limitation of Liability and Indemnification of Member. (a) Except as otherwise required by the Delaware Act, the Member shall not be liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. (b) The Member shall not be liable to the Company or to any other member of the Company or other person or entity who may become a party to or bound by this Agreement for any breach of this Agreement or of any duties (including fiduciary duties) arising under or in connection with this Agreement or the Company other than for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. (c) To the fullest extent permitted by applicable law, the Company shall (i) indemnify and hold harmless any person or entity and such person’s or entity’s executors, administrators, heirs, legal representatives, successors and assigns (each, a “Covered Person”) against all expenseswho was or is a party or was or is threatened to be made a party to any threatened, attorneys’ feespending or completed action, court costssuit or proceeding, judgmentswhether civil, finescriminal, amounts paid in settlement and other losses incurred administrative or suffered by such Covered Person investigative, by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign foreign, against all expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses incurred or suffered by such Covered Person in connection with such action, suit or proceeding and (ii) advance expenses incurred by a such Covered Person in defending or otherwise participating in any threatened, pending or completed such action, suit or proceeding, whether civil criminal, administrative or investigative that such Covered Person was or is a party or was or is treated to be made a party by reason of the fact that such person or entity is or was a member, manager, officer, authorized person, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, authorized person, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign proceeding in advance of its final disposition to the fullest extent permitted by applicable law upon receipt of an undertaking by the Covered Person to repay such amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified by the Company for such expenses under this Section 12 or otherwise.