Common use of Limitation of Liability; Indemnity Clause in Contracts

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither Determination of the Sole Member nor suitability of any Services furnished hereunder for the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any actionuse contemplated by Recipient is the sole responsibility of Recipient, and neither the Sole Member Provider nor the Manager its Affiliates will have any responsibility in connection therewith. Subject to Sections 1(d)(i) and 7(d), Recipient assumes all risk and liability for loss, damage or injury to persons or property arising out of such Services, however used, and Provider and its Affiliates shall in no event be liable to Recipient or its Affiliates or those claiming by, through or under Recipient or its Affiliates (including employees, agents, customers, subtenants, contractors and other invitees) for any debtsdamage, obligations including, without limitation, personal or liabilities property damage, suffered by any of them, directly or indirectly, as a result of any Services provided hereunder, regardless of whether due or alleged to be due to the Company whether arising in tortnegligence of Provider or its Affiliates, contract except to the extent such damage is occasioned by the bad faith, willful misconduct, fraud or otherwise, solely gross negligence of Provider or its Affiliates or the willful breach of this Agreement by reason of being a member or managerProvider. (b) The Company NONE OF PROVIDER, RECIPIENT OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHETHER OR NOT BASED ON CONTRACT, TORT, WARRANTY CLAIMS OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE SERVICES PROVIDED HEREUNDER (OTHER THAN ANY PUNITIVE OR CONSEQUENTIAL DAMAGES FOR WHICH PROVIDER INDEMNITEE (AS DEFINED BELOW) OR RECIPIENT INDEMNITEE (AS DEFINED BELOW) IS FOUND LIABLE THROUGH THE FINAL RESOLUTION OF AN UNAFFILIATED THIRD-PARTY CLAIM, WHETHER CAUSED BY BREACH OF THIS AGREEMENT, NEGLIGENCE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FEES FOR SERVICES HEREUNDER AND PROVIDER’S RIGHT THERETO SHALL NOT BE DEEMED LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE IN NATURE. (c) Recipient shall indemnify, defend and hold harmless the Sole Member Provider and the Manager, its Affiliates and any of such party’s their respective officers, directors, managers, employees, successors and assigns agents, advisors or representatives (each, an each a “Indemnified PartyProvider Indemnitee”) to the maximum extent permitted by applicable law from and against any and all actual or alleged lossescosts, judgments, awards, claims, damagessuits, liabilities, costs or damages, losses, penalties and other expenses (collectively, “Damages”) of any kind or nature whatsoever(whether absolute, including attorneys’ feesaccrued, contingent or other) suffered by any of them arising out of from or in connection with any action taken this Agreement or omitted by the Indemnified Party pursuant to authority granted by Services provided hereunder, regardless of the legal basis of liability or otherwise in connection with this Agreement. Any indemnity under this Section legal or equitable principle involved, including reasonable attorneys’ fees and expenses of investigation (which fees and expenses shall be paid out ofas incurred) (collectively, the “Damages”); provided, however, that such indemnity shall not apply for the benefit of a Provider Indemnitee if it is ultimately found through settlement or by final, non-appealable order that such Provider Indemnitee’s actions constituted gross negligence, fraud, bad faith, willful misconduct or willful breach of this Agreement. (d) Provider shall indemnify, defend and hold harmless Recipient and its Affiliates and their respective officers, directors, employees, agents, advisors or representatives (each a “Recipient Indemnitee”) from and against all Damages, solely to the extent ofthat it is ultimately found through settlement or by final, Company assets onlynon-appealable order that Provider’s actions in respect of such damages constituted gross negligence, including insurance proceeds if availablefraud, bad faith, willful misconduct or willful breach of this Agreement. (ce) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled Any Actions relating to indemnification under this Section 7 shall be advanced or promptly reimbursed by conducted in accordance with the Company to such Indemnified Party procedures as set forth in advance Section 6.05 and Section 6.06 of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this SectionSeparation Agreement. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor Nothing contained in this Section 7 shall limit or alter the obligation of either Party to indemnify the other Party pursuant to the full extent permitted by lawSeparation Agreement or any Ancillary Agreement; provided, however, that no Party shall obtain duplicative recoveries. For the avoidance of doubt, the provisions of Article 6 of the Separation Agreement shall not constitute the sole and exclusive remedy in respect of Damages arising from or in connection with this Agreement or the Services. (g) The Companyprovisions of this Section 7 shall survive the expiration, in such instances termination or cancellation of this Agreement and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company enforceable to the same fullest extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not permitted by law or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Sectionequity.

Limitation of Liability; Indemnity. (a) Neither a. Under no circumstances is Organizer or the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or managerEvent Facility, or for any failure to take any actiontheir parents, and neither the Sole Member nor the Manager shall be liable for any debtssubsidiaries, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officersemployees, directors, managers, employeesshareholders, successors and assigns (each, an collectively the “Indemnified PartyEvent Providers”) to the maximum extent permitted by applicable law from and against liable for lost profits or other indirect, incidental, consequential, or exemplary damages for any and all actual of their acts or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or omissions in connection with any action taken the Event, whether or omitted by not such Event Provider has been apprised of the Indemnified Party pursuant to authority granted by possibility of such damages or lost profits. In no event will Organizer’s liability hereunder, or otherwise in connection with this Agreementthe Event, exceed the amount actually paid to it by Exhibitor for the Space. Any indemnity under this Section shall be paid out ofOrganizer is not liable for any errors in any listing or descriptions or for omitting Exhibitor from any directory or other materials. b. None of the Event Providers are liable to Exhibitor for any damage, and loss, harm, or injury to the extent ofperson, Company assets onlyproperty, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party or business of Exhibitor, or any of its visitors, officers, agents, employees, or other representatives, resulting from theft, fire, earthquake, water, unavailability of the venue or intermediate staging facilities, insufficient participation, accident, or any other reason in connection with a threatened the Event or actual action any planning meetings, demonstrations, or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advancesstagings, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, except to the extent such advances exceed liability arises directly from the indemnification willful misconduct of the Event Provider against whom liability is sought to which such Indemnified Party is entitledbe assessed. c. Exhibitor agrees to defend, indemnify, and hold harmless the Event Providers and those lawfully in the venue from and against any actual or threatened claim, loss, liability, or damage, including reasonable attorneys’ fees and expenses, suffered due to (di) No repeal Exhibitor’s construction or amendment maintenance of this Sectionan unsafe Exhibit, insofar as it reduces (ii) Exhibitor’s unauthorized or unlawful use of intellectual property of third parties, (iii) the extent negligence or misconduct of Exhibitor or (iv) Exhibitor’s breach of any commitment made hereunder. Exhibitor shall promptly pay for any and all damage to the Event Facility and the property of others caused by Exhibitor. d. The parties agree that the terms of the indemnification of any person who could be an Indemnified Party shallExhibitor Services Manual (the “Manual”), without the written consent of such personwhich sets forth rules and information concerning show set-up, be effective as to such person with respect to any eventlogistics and other operational matters, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under are incorporated into this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided Agreement by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by lawreference. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the The Sole Member nor and the Manager will not be personally liable for monetary damages for any action taken as a member or managermanager of the Company, or for any failure to take any action, and neither the Sole Member nor and the Manager shall be are not liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or managermanager of the Company. (b) The Company shall indemnify, defend and hold harmless the Sole Member Member, the Manager and the ManagerCompany’s officers and managers, and any of such party’s officersthe heirs, directorsbeneficiaries, managers, employeeslegal representatives, successors and assigns of each officer and manager of the Company and the Sole Member (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section 10 shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section 10 shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this SectionSection 10, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person person is not serving in any capacity for which such Person person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person person of written notice of such amendment as to any capacity in which such Person person is serving on the date of such repeal or amendment for which such Person person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this SectionSection 10, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section 10 shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section 10 for liabilities against which they are entitled to indemnification under this Section 10 or insuring such persons for liabilities against which they are not entitled to indemnification under this SectionSection 10. (f) The indemnification provided by this Section 10 shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this SectionSection 10. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section 10 to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the ManagerSole Member, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager Company’s officers and managers under this SectionSection 10; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or and the Manager Company’s officers and managers under this SectionSection 10.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager In no event shall Seller be liable for any debtsconsequential, obligations special, indirect, incidental, punitive or liabilities exemplary loss, damage (including without limitation lost profits) or expense relating to this Agreement or the transactions contemplated herein, regardless of whether buyer has been apprised of the Company likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether arising in tortcontract, contract statute, tort (such as negligence) or otherwise, solely by reason of being a member or manager. (b) The Company . Buyer shall indemnify, defend indemnify and hold harmless the Sole Member (including by way of reimbursement) Seller and the Managerits Representatives, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoeverand expenses, including reasonable attorneys’ fees, arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any action taken entity directly or omitted by the Indemnified Party pursuant to authority granted indirectly controlling, controlled by or otherwise in connection under common control with this Agreementthe specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. Any indemnity As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall be paid out of, and survive termination of this Agreement to the extent of, Company assets only, including insurance proceeds if availablerequired to give them their proper and intended effect. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the The Sole Member nor the Manager will not be personally liable for monetary damages for any action taken as a member or managermember, or for any failure to take any action, and neither the Sole Member nor the Manager shall be is not liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or managermember. (b) The Company shall indemnify, defend and hold harmless the Sole Member Member, and the ManagerCompany’s officers and managers and the heirs, and any of such party’s officersbeneficiaries, directors, managers, employeeslegal representatives, successors and assigns of each officer and manager of the Company and the Sole Member (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section 9 shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this SectionSection 9, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person person is not serving in any capacity for which such Person person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person person of written notice of such amendment as to any capacity in which such Person person is serving on the date of such repeal or amendment for which such Person person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this SectionSection 9, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section 9 shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section 9 for liabilities against which they are entitled to indemnification under this Section 9 or insuring such persons for liabilities against which they are not entitled to indemnification under this SectionSection 9. (f) The indemnification provided by this Section 9 shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this SectionSection 9. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section 9 to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the ManagerSole Member, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager Company’s officers and managers under this SectionSection 9; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or and the Manager Company’s officers and managers under this SectionSection 9.

Limitation of Liability; Indemnity. (a) Neither It is the Sole Member nor intent of the Manager Parties that each Party will be personally responsible for its own acts, errors and omissions and that each Party is liable for monetary damages to the other Party for any action taken actual direct damages incurred by the non-breaching Party as a member result of the breaching Party’s failure to perform its obligations in the manner required by this Agreement. Notwithstanding the foregoing, no Party will be liable hereunder for, and each Party hereby expressly waives any and all rights with respect to, exemplary, punitive, special, incidental, lost profits, consequential or managerspeculative damages, or except to the extent paid in connection with a claim by a third party. Subject to Section 2.4(c), in no event shall Service Provider’s liability in the aggregate for any failure and all damages and losses hereunder exceed the total amount billed to take any actionthe Company or payable by the Company to Service Provider under this Agreement, and neither the Sole Member nor the Manager it being understood that this limitation shall be liable for any debts, obligations or liabilities not apply to breaches of the Company whether arising confidentiality provisions set forth in tort, contract Section 5.2 or otherwise, solely by reason in the case of being a member fraud or managerwillful misconduct of Service Provider. (b) The Company shall indemnify, defend and hold harmless the Sole Member Service Provider and the Managerits successors, and any of such party’s officersassigns, directorsmembers, managersaffiliates, employees, successors officers, participants, shareholders, directors and assigns (eachpersonal representatives, an “Indemnified Party”) to the maximum extent permitted by applicable law harmless from and against any and all actual or alleged losses, liabilities, claims, damages, liabilitiescosts and expenses (including, costs or expenses without limitation, reasonable attorneys’ fees and expenses) (collectively, “DamagesLosses”) of any nature whatsoever, including attorneys’ fees, arising that arise out of this Agreement (including the provision of Services to or in connection with any action taken or omitted receipt and use of Services by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out ofCompany and its affiliates), and except for Losses to the extent ofarising from any breach of this Agreement by Service Provider or the gross negligence, Company assets only, including insurance proceeds if availablefraud or willful misconduct of Service Provider. The foregoing indemnity shall survive the termination of this Agreement. (c) All expenses reasonably incurred by an Indemnified Party Service Provider shall indemnify, defend and hold the Company and its successors, assigns, members, affiliates, employees, officers, participants, shareholders, directors and personal representatives, harmless from and against all Losses arising from the gross negligence, fraud or willful misconduct of Service Provider; provided that, in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification no event shall Service Provider’s liability in the aggregate for all Losses indemnified under this Section shall be advanced 2.4(c) exceed the total amount billed to the Company or promptly reimbursed payable by the Company to such Indemnified Party Service Provider under this Agreement, it being understood that this limitation shall not apply in advance the case of fraud or willful misconduct of Service Provider. The foregoing indemnity shall survive the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment termination of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsAgreement. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member party nor the Manager any of its respective executive officers will be personally liable for monetary damages to the other party or any third party for any action taken as a member special, punitive, consequential, incidental or managerexemplary damages, or for any damages based on or related to lost or anticipated revenues or profits relating to the same or losses upon a multiple of earnings or attorneys’ fees) arising from any claim of any kind relating to this Agreement or any of the Services to be provided hereunder or the performance of or failure to take any actionperform such party’s obligations under this Agreement, and neither the Sole Member nor the Manager shall be liable for any debtswhether such claim is based on warranty, obligations contract, tort (including negligence or liabilities of the Company whether arising in tortstrict liability), contract indemnity strict liability or otherwise, solely by reason and regardless of being a member whether such damages are foreseeable or manager. (b) The Company shall indemnifyan authorized representative of such party is advised of the possibility or likelihood of such damages. In addition, defend and hold harmless the Sole Member and the Manager, and neither PHMD nor DSXK nor any of such party’s officers, directors, managers, their executive officers or other employees, successors and assigns (eachprofessional, an “Indemnified Party”) officers or directors will be liable to the maximum extent permitted by applicable law other Party hereto or any third party, for any direct damages arising from and against any claim relating to this Agreement or any of the Services to be provided hereunder or PHMD’s or DSKX’s performance of or failure to perform its obligations under this Agreement. In addition to the limitations set forth in this Section 4.2, the total aggregate amount of PHMD’s liability for any and all actual claims of any kind, whether such any such claim is based on warranty, contract, tort (including negligence or alleged lossesstrict liability), claimsindemnity strict liability or otherwise, and regardless of whether such damages are foreseeable or an authorized representative of such party is advised of the possibility or likelihood of such damages, liabilities, costs or expenses (collectively, “Damages”) of for any nature whatsoever, including attorneys’ fees, damage arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under , or resulting from the PHMD Services, or from the performance or non-performance or breach of this Section shall be paid out of, and Agreement or a breach related to the extent ofPHMD Services, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party shall in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay no case exceed the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitledaggregate Fees previously paid by DSKX hereunder. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member party nor the Manager any of its respective Affiliates will be personally liable for monetary damages to the other party or any third party for any action taken as a member special, punitive, consequential, incidental or manager, exemplary damages (including lost or for anticipated revenues or profits relating to the same and attorneys' fees) arising from any claim relating to this Agreement or any of the Services to be provided hereunder or the performance of or failure to take any actionperform such party's obligations under this Agreement, and neither the Sole Member nor the Manager shall be liable for any debtswhether such claim is based on warranty, obligations contract, tort (including negligence or liabilities of the Company whether arising in tort, contract strict liability) or otherwise, solely and regardless of whether such damages are foreseeable or an authorized representative of such party is advised of the possibility or likelihood of such damages. In addition, neither party nor any of its respective Affiliates will be liable to the other party or any third party for any direct damages arising from any claim relating to this Agreement or any of the Services to be provided hereunder or the performance of or failure to perform such party's obligations under this Agreement, except to the extent that such direct damages are caused by reason the gross negligence or willful misconduct of being a member such party or managerits respective Affiliates. Seller specifically disclaims all warranties of any kind, express or implied, arising out of or related to this Agreement except as expressly set forth in Section 1(a) hereof. (b) The Company shall indemnify, defend Purchaser will indemnify Seller and hold harmless the Sole Member and the Manager, and each of its Affiliates against all Damages attributable to any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) third-party claims arising from or relating to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) provision of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity Services under this Section shall be paid out of, and Agreement to the extent ofthat such Damages arise from the gross negligence or willful misconduct of Purchaser, Company assets onlyany of its Affiliates or any of its or their respective employees, including insurance proceeds if availableofficers or directors. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened Seller will indemnify Purchaser and each of its Affiliates against all Damages attributable to any third-party claims arising from or actual action or proceeding with respect relating to which such Indemnified Party is or may be entitled to indemnification the provision of Services under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, Agreement to the extent that such advances exceed Damages arise from the indemnification to which such Indemnified Party is entitledgross negligence or willful misconduct of Seller, any of its Affiliates or any of its or their respective employees, officers or directors. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the All claims for indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements Section 15 will be made in accordance with any such person or persons providing them rights to indemnification or advancement of expenses the procedures set forth in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent 9.4 of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this SectionAsset Purchase Agreement.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full lull extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither The Company hereby agrees to indemnify the Sole Member nor Advisor and each of the Manager will Advisor's equity owners, officers, managers, employees, agents, associates and controlling persons and the equity owners, officers, managers, employees and agents thereof (including any individual who serves at the Advisor's request as director, officer, partner, member, manager, trustee or the like of another entity) (the Advisor and each such person being an "INDEMNITEE") against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such indemnitee may be personally liable for monetary damages or may have been involved as a party or otherwise or with which such indemnitee may be or may have been threatened, by reason of service in any capacity set forth above in this Section 6, and the Company further agrees that each such indemnitee shall not have any liability to the Company or its Stockholders for any action taken as a member error of judgment or manager, mistake of law or for any failure to take loss arising out of any actioninvestment or for any act or omission in performing its obligations under this Agreement; provided, and neither the Sole Member nor the Manager however, that no indemnitee shall be liable for relieved of liability pursuant to the foregoing or be indemnified hereunder against any debts, obligations or liabilities of liability to the Company whether or its Stockholders or any expense of such indemnitee or held harmless for liabilities hereunder arising in tort, contract or otherwise, solely by reason of being (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of its position or (v) any material breach of the terms of this Agreement, provided that such breach does not arise solely from the Advisor's good faith reliance upon the advice of outside professionals as to a member matter which the Advisor reasonably believes to be within that person's professional or managerexpert competence. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or make advance payments in connection with the expenses of defending any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may indemnification might be entitled to indemnification under this Section shall be advanced or promptly reimbursed by sought hereunder if the Company to such Indemnified Party in advance receives a written affirmation of the final disposition indemnitee's good faith belief that the standard of such action or proceeding upon receipt of an conduct necessary for indemnification has been met and a written undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring reimburse the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are if it is subsequently determined that the indemnitee is not entitled to indemnification such indemnification. The rights accruing to any indemnitee under this Section. (f) The indemnification provided by this Section these provisions shall not be deemed exclusive of exclude any other rights right to which any person covered hereby he may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by lawlawfully entitled. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member party nor the Manager any of its respective executive officers will be personally liable for monetary damages to the other party or any third party for any action taken as a member special, punitive, consequential, incidental or managerexemplary damages, or for any damages based on or related to lost or anticipated revenues or profits relating to the same or losses upon a multiple of earnings or attorneys’ fees) arising from any claim of any kind relating to this Agreement or any of the Services to be provided hereunder or the performance of or failure to take any actionperform such party’s obligations under this Agreement, and neither the Sole Member nor the Manager shall be liable for any debtswhether such claim is based on warranty, obligations contract, tort (including negligence or liabilities of the Company whether arising in tortstrict liability), contract indemnity strict liability or otherwise, solely by reason and regardless of being a member whether such damages are foreseeable or manager. (b) The Company shall indemnifyan authorized representative of such party is advised of the possibility or likelihood of such damages. In addition, defend and hold harmless the Sole Member and the Manager, and neither PHMD nor DSXK nor any of such party’s officers, directors, managers, their executive officers or other employees, successors and assigns (eachprofessional, an “Indemnified Party”) officers or directors will be liable to the maximum extent permitted by applicable law other Party hereto or any third party, for any direct damages arising from and against any claim relating to this Agreement or any of the Services to be provided hereunder or PHMD’s or DSKX’s performance of or failure to perform its obligations under this Agreement. In addition to the limitations set forth in this Section 4.2, the total aggregate amount of PHMD’s liability for any and all actual claims of any kind, whether such any such claim is based on warranty, contract, tort (including negligence or alleged lossesstrict liability), claimsindemnity strict liability or otherwise, and regardless of whether such damages are foreseeable or an authorized representative of such party is advised of the possibility or likelihood of such damages, liabilities, costs or expenses (collectively, “Damages”) of for any nature whatsoever, including attorneys’ fees, damage arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity , or resulting from the PHMD Services, or from the performance or non-performance or breach of this Agreement or a breach related to the PHMD Services, shall in no case exceed the amount of the aggregate Fees previously paid by DSKX hereunder. (b) Subject to the terms and conditions set forth in this Section 4.2, DSKX will indemnify PHMD and each of its executive officers against all Damages attributable to any third-party claims arising from or relating to the provision of PHMD Services under this Section shall be paid out of, and Agreement to the extent ofthat such Damages arise from the gross negligence or willful misconduct of DSKX, Company assets onlyany of its officers or any of its or their respective employees, including insurance proceeds if availableprofessionals, officers or directors. (c) All expenses reasonably incurred by an Indemnified Party Subject to the terms and conditions set forth in connection with a threatened this Section 4.2, PHMD will indemnify DSKX and each of its executive officers against all Damages attributable to any third-party claims arising from or actual action or proceeding with respect relating to which such Indemnified Party is or may be entitled to indemnification the provision of DSKX Consulting Services under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, Agreement to the extent that such advances exceed Damages arise from the indemnification to which such Indemnified Party is entitledgross negligence or willful misconduct of PHMD, any of its executive officers or any of its or their respective employees, officers or directors. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the All claims for indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements Section 4.3 will be made in accordance with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to procedures set forth the full extent permitted by lawMerger Agreements. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither It is the Sole Member nor intent of the Manager Parties that each Party will be personally responsible for its own acts, errors and omissions and that each Party is liable for monetary damages to the other Party for any action taken actual direct damages incurred by the non-breaching Party as a member or manager, or for any result of the breaching Party’s failure to take any actionperform its obligations in the manner required by this Agreement. Notwithstanding the foregoing, no Party will be liable hereunder for, and neither the Sole Member nor the Manager shall be liable for each Party hereby expressly waives any debtsand all rights with respect to, obligations exemplary, punitive, presumptive, special, incidental, lost profits, consequential or liabilities of the Company whether arising in tortspeculative damages. SUBJECT TO SECTION 2.4(C), contract or otherwise, solely by reason of being a member or managerIN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY IN THE AGGREGATE FOR ANY AND ALL DAMAGES AND LOSSES HEREUNDER EXCEED $2,000,000. (b) The Company shall indemnify, defend and hold harmless the Sole Member Service Provider and the Managerits successors, and any of such party’s officersassigns, directorsmembers, managersaffiliates, employees, successors officers, participants, shareholders, directors and assigns (eachpersonal representatives, an “Indemnified Party”) to the maximum extent permitted by applicable law harmless from and against any and all actual or alleged losses, liabilities, claims, damages, liabilitiescosts and expenses (including, costs or expenses without limitation, reasonable attorneys’ fees and expenses) (collectively, the “DamagesLosses”) of any nature whatsoever, including attorneys’ fees, arising that arise out of this Agreement (including the provision of Services to or in connection with any action taken or omitted receipt and use of Services by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out ofCompany and its affiliates), and except for Losses to the extent of, Company assets only, including insurance proceeds if availablearising from any breach of this Agreement by Service Provider or the gross negligence or willful misconduct of Service Provider. The foregoing indemnity shall survive the termination of this Agreement. (c) All expenses reasonably incurred by an Indemnified Party Service Provider shall indemnify, defend and hold the Company and its successors, assigns, members, affiliates, employees, officers, participants, shareholders, directors and personal representatives, harmless from and against all Losses arising from the gross negligence or willful misconduct of Service Provider; provided, that, in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification no event shall Service Provider’s liability in the aggregate for all Losses indemnified under this Section 2.4(c) exceed $10,700,000. The foregoing indemnity shall be advanced or promptly reimbursed by survive the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment termination of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsAgreement. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither Each Member's liability shall be limited as set forth in this Agreement, the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any actionNova Scotia Act, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or managerother applicable law. (bi) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) indemnify to the maximum fullest extent permitted by applicable law from under and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection accordance with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance laws of the final disposition Province of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of Nova Scotia any person who could was or is a party or is threatened to be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect made a party to any eventthreatened, act pending or omission occurring completed action, suit or allegedly occurring prior to (a) the date of such repeal proceeding, whether civil, criminal, administrative or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment investigative by reason of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act fact that he is or omission occurring was a Member or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents Director of the Company, but who are or were is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent Member or similar functionary of Director in any other capacity with another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan trust or other enterprise enterprise, against any liability asserted against him expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a capacity manner he reasonably believed to be in, or arising out not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (ii) Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a Member or Director of the Company) or may (in the case of any action, suit or proceeding against a Member or Director) be paid by the Company in advance of the final disposition of such person’s status action, suit or proceeding as such a authorized by the Members upon receipt of an undertaking by or on behalf of the indemnified person to the same extent repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company may indemnify as authorized in this Article VI. (iii) the indemnification and advance expenses to other rights set forth in this Article VI shall not be exclusive of any provisions with respect thereto in the Sole bylaws or any other contract or agreement between the Company and any Member or Director of the Manager under Company. (iv) neither the amendment nor repeal of subparagraphs (i) (ii), or (iii) of this SectionArticle VI, shall eliminate or reduce the effect of subparagraphs (i), (ii), and (iii) of this Article VI in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to subparagraph (i), (ii), or (iii) of this Article VI, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or managera. IN NO EVENT SHALL THE MARRIOTT INTERNATIONAL PARTIES BE LIABLE FOR ANY MATTER WHATSOEVER RELATING TO THE USE BY ANY HM PARTIES OF THE HM NAME, or for any failure to take any actionLP NAME, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or managerAND THE SUB NAMES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 6 AND SECTION 7 OF THIS AGREEMENT. (b) b. The Company HM Parties shall indemnify, defend and hold harmless the Sole Member Marriott International Parties and the Managertheir respective subsidiaries, affiliates and any of such party’s officerstheir respective employees, representatives, directors, managers, employees, successors officers and assigns agents (each, an “Indemnified Party”a "Marriott International Indemnitee") to the maximum extent permitted by applicable law from and against any and all actual or alleged lossescosts, claimsjudgments, damagesliabilities and expenses, liabilitiesincluding, costs or expenses without limitation, interest, penalties, attorney and third party fees, and all other amounts paid in the investigation, litigation, defense and/or settlement (collectively, “Damages”"Expenses") resulting from any actual or potential claim, demand, dispute, notice, lawsuit, administrative proceeding or other action (collectively, "Disputes") that relate in any way to use of the Marriott Marks by the HM Parties in violation of this Agreement. c. The Marriott International Parties shall indemnify, defend and hold harmless the HM Parties and the HM Subsidiaries and their respective employees, representatives, directors, officers and agents from and against all Expenses resulting from any Disputes that relate in any way to (i) the provision or promotion of goods or services by any Marriott International Party under, or any other usage by such party of, the Marriott Marks, or (ii) the liabilities and obligations described in subsection 8.c.(iii) of the Assignment and License Agreement. d. If any nature whatsoeverDispute is asserted against any party that would entitle such party to indemnification pursuant to Section 6.b or 6.c, including attorneys’ feesany party who seeks indemnification (the "Indemnified Party") shall give written notice thereof to the party or parties from whom indemnification is sought (the "Indemnitor") promptly, arising out but in no event later than thirty (30) days after the General Counsel of or in connection with any action taken or omitted by such Indemnified Party receives notice of such Dispute; provided, however, that the Indemnified Party's failure to give the Indemnitor -------- ------- prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend such Dispute. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party pursuant to authority granted by defend any such Dispute and to compromise, settle or otherwise in connection with this Agreement. Any indemnity under this Section dispose of the same, if the Indemnitor deems it advisable to do so, at the sole cost and expense of the Indemnitor; provided, -------- however, the Indemnitor shall be paid out of, and not settle or consent to the extent of, Company assets only, including insurance proceeds if available. entry of any judgment ------- in any Dispute without first obtaining (ci) All expenses reasonably incurred by an unconditional release of the Indemnified Party in connection with a threatened or actual action or proceeding from all liability with respect to which all claims underlying such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by Dispute and/or (ii) the Company to such Indemnified Party in advance prior written consent of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of , such advances, if any, as to which such Indemnified Party is ultimately found consent not to be entitled to indemnification orunreasonably withheld, where indemnification is granted, to the extent such advances exceed the indemnification to which such conditioned or delayed. Each Indemnitor and each Indemnified Party is entitled. (d) No repeal will fully cooperate with each other in any such Dispute and shall make available to each other any books or amendment of this Section, insofar as it reduces records useful for the extent of the indemnification defense of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsProceeding. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager In no event shall Seller be liable for any debtsconsequential, obligations special, indirect, incidental, punitive or liabilities exemplary loss, damage (including withoutlimitation lost profits) or expense relating to this Agreement, or the transactions contemplated herein, regardless of whether buyer has been apprised of the Company likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether arising in tortincontract, contract statute, tort (such as negligence) or otherwise, solely by reason of being a member or manager. (b) The Company . Buyer shall indemnify, defend indemnify and hold harmless the Sole Member harmless(including by way of reimbursement) Seller and the Managerits Representatives, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damagesallclaims, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoeverand expenses, including reasonable attorneys’ fees, arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any action taken entity directly or omitted by the Indemnified Party pursuant to authority granted indirectly controlling, controlled by or otherwise in connection under common control with this Agreementthe specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. Any indemnity As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall be paid out of, and survive termination of this Agreement to the extent of, Company assets only, including insurance proceeds if availablerequired to give them their proper and intended effect. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. , Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither The parties hereto acknowledge and agree that the Sole Member nor Transition Services are provided by the Manager will Provider: (i) at the request of the Recipient in order to accommodate them following the Closing, (ii) at the Provider's actual out-of-pocket cost and with no expectation of profit being made by the Provider thereon, and (iii) with the expectation that the Provider is not assuming any financial or operational risks, including those usually assumed by a service provider, except for those risks explicitly set forth herein. Accordingly, the Recipient agrees that, absent gross negligence or willful misconduct, the Provider, its subsidiaries and affiliates and their directors, officers, employees, representatives, consultants and agents (collectively, the "Provider Parties") shall not be personally liable for monetary any direct, indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages for any action taken as a member or managerare foreseeable, or for any failure third-party claims relating to take any action, and neither the Sole Member nor Transition Services or the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or managerProvider's performance under this Agreement. (b) The Company shall indemnifyWithout limitation of the foregoing, defend and hold harmless in the Sole Member and absence of gross negligence or willful misconduct on the Managerpart of any Provider Party, and whether or not any of such party’s officersProvider Party is negligent, directorsthe Provider Parties shall not be liable for any claims, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claimsliabilities, damages, liabilitieslosses, costs or costs, expenses (collectivelyincluding, “Damages”) of any nature whatsoeverbut not limited to, including settlements, judgments, court costs and reasonable attorneys’ ' fees), fines and penalties, arising out of any actual or in connection with alleged injury, loss or damage of any action taken nature whatsoever arising out of or omitted based upon the transition Services or the use of the Transition Services by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if availableRecipient. (c) All The Recipient agrees to indemnify and hold the Provider and any Provider Parties harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs and expenses reasonably incurred by an Indemnified Party (each, a "Damage" and, collectively, the "Damages") (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in connection with a threatened investigation, defense or actual action or proceeding with respect to settlement of the foregoing) which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced sustained or promptly reimbursed suffered by any of them arising out of or based upon the Transition Services or the use of the Transition Services by the Company to such Indemnified Party Recipient in advance the absence of gross negligence or willful misconduct on the final disposition part of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified any Provider Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal The Provider agrees to indemnify and hold the Recipient and its subsidiaries and affiliates and persons serving as officers, directors, partners or amendment employees thereof harmless from and against any Damages (including, without limitation, reasonable fees of this Sectioncounsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, insofar as it reduces the extent defense or settlement of the indemnification foregoing) which may be sustained or suffered by any of them arising out of or based upon any gross negligence or willful misconduct of any person who could be an Indemnified Provider Party shall, without in connection with the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsTransition Services. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor Nothing in this Section to Agreement shall prevent a party from seeking recourse against the full extent permitted by lawother party for any breach of this Agreement. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken The Parties acknowledge and agree that, except as a member or managerotherwise specified in Section 4(f) of this Agreement, or for any failure to take any action, and neither the Sole Member nor the Manager Party shall be liable to the other Party for any debtsclaim, obligations loss, cost, liability, damage or liabilities expense, including any direct damage or any special, indirect, exemplary, punitive, incidental or consequential loss or damage (including any loss of revenue, income, profits or investment opportunities or claims of third party customers), arising out of or directly or indirectly related to such other Party’s decision to enter into this Agreement, such other Party’s performance under this Agreement, or any other decision by such Party with respect to the Company whether arising in tort, contract or otherwise, solely by reason of being a member or managerProject Phase 1. (b) The Company To the maximum extent allowed by law, each Party shall indemnify, defend and hold harmless each of the Sole Member other Party and the Manager, and any of such party’s its officers, directors, managersemployees, agents, contractors and sub-contractors, from and against all third-party claims, judgments, losses, liabilities, costs, expenses (including reasonable attorneys’ fees) and damages for personal injury, death or property damage, to the extent caused by the negligence, willful misconduct, or breach of this Agreement of the indemnifying Party, its officers, directors, agents, employees, successors and assigns (each, an “Indemnified Party”) contractors or sub-contractors related to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under ; provided, that this Section indemnification shall be paid out of, and only to the extent ofsuch personal injury, Company assets onlydeath or property damage is not attributable to the negligence or willful misconduct related to this Agreement or breach of this Agreement of the Party seeking indemnification, including insurance proceeds if availableits officers, directors, agents, employees, contractors or sub- contractors. The indemnified Party shall give the other Party prompt notice of any such claim. The indemnifying Party, in consultation with the indemnified Party, shall have the right to choose competent counsel, control the conduct of any litigation or other proceeding, and settle any claim, subject to the reasonable approval of the indemnified Party. The indemnified Party shall provide all documents and assistance reasonably requested by the indemnifying Party. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification The rights and obligations under this Section 6 shall be advanced survive the Termination Date and any expiration or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment termination of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsAgreement. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. , No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager In no event shall Seller be liable for any debtsconsequential, obligations special, indirect, incidental, punitive or liabilities exemplary loss, damage (including without limitation lost profits) or expense relating to this Agreement or the transactions contemplated herein, regardless of whether buyer has been apprised of the Company likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether arising in tortcontract, contract statute, tort (such as negligence) or otherwise, solely by reason of being a member or manager. (b) The Company . Buyer shall indemnify, defend indemnify and hold harmless the Sole Member (including by way of reimbursement) Seller and the Managerits Representatives, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoeverand expenses, including reasonable attorneys’ fees, arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Af filiates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any action taken entity directly or omitted by the Indemnified Party pursuant to authority granted indirectly controlling, controlled by or otherwise in connection under common control with this Agreementthe specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. Any indemnity As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall be paid out of, and survive termination of this Agreement to the extent of, Company assets only, including insurance proceeds if availablerequired to give them their proper and intended effect. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither of the Sole Member Parties nor the Manager any of their respective Affiliates will be personally liable for monetary damages to the other party or any third party for any action taken as special, punitive, consequential, incidental or exemplary damages (including lost or anticipated revenues or profits relating to the same or losses upon a member multiple of earnings and attorneys’ fees) arising from any claim relating to this Agreement or manager, any of the Services to be provided hereunder or for any the performance of or failure to take any actionperform such party’s obligations under this Agreement, and neither the Sole Member nor the Manager shall be liable for any debtswhether such claim is based on warranty, obligations contract, tort (including negligence or liabilities of the Company whether arising in tort, contract strict liability) or otherwise, solely and regardless of whether such damages are foreseeable or an authorized representative of such party is advised of the possibility or likelihood of such damages. In addition, neither of the parties hereto nor any of their respective Affiliates will be liable to the other party, any of their Affiliates or any third party, for any direct damages arising from any claim relating to this Agreement or any of the Services to be provided hereunder or NiSource’s or its Affiliates’ performance of or failure to perform obligations under this Agreement, except to the extent that such direct damages are caused by reason the gross negligence or willful misconduct of being a member such party or managertheir Affiliates. (b) The Company shall indemnify, defend Unitil will indemnify NiSource and hold harmless the Sole Member and the Manager, and each of its Affiliates against all Losses attributable to any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) third-party claims arising from or relating to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) provision of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity Services under this Section shall be paid out of, and Agreement to the extent ofthat such Losses arise from the gross negligence or willful misconduct of Unitil, Company assets onlyany of its Affiliates or any of its or their respective employees, including insurance proceeds if availableofficers or directors. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened NiSource will indemnify Unitil and each of its Affiliates against all Losses attributable to any third-party claims arising from or actual action or proceeding with respect relating to which such Indemnified Party is or may be entitled to indemnification the provision of Services under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, Agreement to the extent that such advances exceed Losses arise from the indemnification to which such Indemnified Party is entitledgross negligence or willful misconduct of NiSource, any of its Affiliates or any of its or their respective employees, officers or directors. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the All claims for indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements Section 4.5 will be made in accordance with any such person or persons providing them rights to indemnification or advancement of expenses the procedures set forth in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent 7.4 of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this SectionPurchase Agreement.

Limitation of Liability; Indemnity. (a) Neither It is the Sole Member nor intent of the Manager Parties that each Party will be personally responsible for its own acts, errors and omissions and that each Party is liable for monetary damages to the other Party for any action taken actual direct damages incurred by the non-breaching Party as a member result of the breaching Party’s failure to perform its obligations in the manner required by this Agreement. Notwithstanding the foregoing, no Party will be liable hereunder for, and each Party hereby expressly waives any and all rights with respect to, exemplary, punitive, special, incidental, lost profits, consequential or managerspeculative damages, or except to the extent paid in connection with a claim by a third party. Subject to Section 2.4(c), in no event shall Service Provider’s liability in the aggregate for any failure and all damages and losses hereunder exceed the total amount billed to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising or payable by the Company to Service Provider under this Agreement, it being understood that this limitation shall not apply in tort, contract the case of fraud or otherwise, solely by reason willful misconduct of being a member or managerService Provider. (b) The Company shall indemnify, defend and hold harmless the Sole Member Service Provider and the Managerits successors, and any of such party’s officersassigns, directorsmembers, managersaffiliates, employees, successors officers, participants, shareholders, directors and assigns (eachpersonal representatives, an “Indemnified Party”) to the maximum extent permitted by applicable law harmless from and against any and all actual or alleged losses, liabilities, claims, damages, liabilitiescosts and expenses (including, costs or expenses without limitation, reasonable attorneys’ fees and expenses) (collectively, “DamagesLosses”) of any nature whatsoever, including attorneys’ fees, arising that arise out of this Agreement (including the provision of Services to or in connection with any action taken or omitted receipt and use of Services by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out ofCompany and its affiliates), and except for Losses to the extent ofarising from any material breach of this Agreement by Service Provider or the gross negligence, Company assets only, including insurance proceeds if availablefraud or willful misconduct of Service Provider. The foregoing indemnity shall survive the termination of this Agreement. (c) All expenses reasonably incurred by an Indemnified Party Service Provider shall indemnify, defend and hold the Company and its successors, assigns, members, affiliates, employees, officers, participants, shareholders, directors and personal representatives, harmless from and against all Losses arising from the gross negligence, fraud or willful misconduct of Service Provider; provided that, in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification no event shall Service Provider’s liability in the aggregate for all Losses indemnified under this Section shall be advanced 2.4(c) exceed the total amount billed to the Company or promptly reimbursed payable by the Company to such Indemnified Party Service Provider under this Agreement, it being understood that this limitation shall not apply in advance the case of fraud or willful misconduct of Service Provider. The foregoing indemnity shall survive the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment termination of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsAgreement. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. The following provision shall apply in addition to the Liability and Indemnity provisions set forth in Article III, Section 30. 7.1 CenturyLink’s liability to TWCIS (aAL) Neither the Sole Member nor the Manager will be personally liable for monetary damages or any TWCIS (AL) Customer for any action taken as a member errors or manageromissions in Directories published by CenturyLink and/or Publisher (including, but not limited to, any error in any Customer listing), or for any failure to take default or breach of this Article, or for any actionother claim otherwise arising hereunder, and neither the Sole Member nor the Manager shall be liable for any debtslimited to amounts paid by TWCIS (AL) to CenturyLink under this Article, obligations except to the extent that such errors or liabilities of the Company whether arising in tortomissions, contract default, breach, or otherwiseclaims arise from CenturyLink’s or its Publisher’s gross negligence, solely by reason of being a member or managerintentional or willful misconduct. 7.2 Each Party (bthe “Indemnifying Party”) The Company shall agrees to indemnify, defend defend, and hold harmless the Sole Member and other Party (the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to and the maximum extent permitted by applicable law other Party’s subsidiaries, predecessors, successors, affiliates and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such person and entities (collectively, with Indemnified Party, the “Indemnitee Group”) from and against any and all actual or alleged losses, claims, damages, suits, or other actions, or any liability whatsoever including, but not limited to, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including and attorneys’ fees, made or asserted by any third party (including, but not limited to End Users) against the Indemnified Parties and arising under this Article, except to the extent that such Claims arise from the Indemnified Party’s negligence, gross negligence, or intentional or willful misconduct. 7.3 To the maximum extent permitted by the applicable law, in no event shall CenturyLink or TWCIS (AL) be liable for any special, incidental, indirect, or consequential damages whatsoever including, without limitation, damages for loss of profits or any other pecuniary loss arising out of or in connection with any action taken or omitted by the Indemnified this Article, even if such Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance has been advised of the final disposition possibility of such action damages, except where such damages occur as the result of a breach of confidentiality, or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses relate to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise indemnity claim made against any liability asserted against him and incurred either Party that is covered by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this SectionSection 7.2 above.

Limitation of Liability; Indemnity. (a) Neither It is the Sole Member nor intent of the Manager Parties that each Party will be personally responsible for its own acts, errors and omissions and that each Party is liable for monetary damages to the other Party for any action taken actual direct damages incurred by the non-breaching Party as a member result of the breaching Party’s failure to perform its obligations in the manner required by this Agreement. Notwithstanding the foregoing, no Party will be liable hereunder for, and each Party hereby expressly waives any and all rights with respect to, exemplary, punitive, special, incidental, lost profits, consequential or managerspeculative damages, except to the extent paid in connection with a claim by a third party for which a Party has an indemnification obligation hereunder pursuant to Section 2.4(b) or Section 2.4(c). Except with respect to a Party’s indemnification obligation hereunder pursuant to Section 2.4(b) or Section 2.4(c), in no event shall a Party’s liability in the aggregate for any failure and all damages and losses hereunder exceed the total amount billed to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising or payable by the Company to Service Provider under this Agreement, it being understood that this limitation shall not apply in tortthe case of fraud or willful misconduct of Service Provider or the Company, contract or otherwise, solely by reason of being a member or manageras applicable. (b) The Company shall indemnify, defend and hold harmless the Sole Member Service Provider and the Managerits successors, and any of such party’s officersassigns, directorsmembers, managersaffiliates, employees, successors officers, participants, shareholders, directors and assigns (eachpersonal representatives, an “Indemnified Party”) to the maximum extent permitted by applicable law harmless from and against any and all actual or alleged losses, liabilities, claims, damages, liabilitiescosts and expenses (including, costs or expenses without limitation, reasonable attorneys’ fees and expenses) (collectively, “DamagesLosses”) of any nature whatsoever, including attorneys’ fees, arising that arise out of or in connection with any action taken relate to (i) this Agreement (including the provision of Services to or omitted receipt and use of Services by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out ofCompany and its affiliates), and (ii) any claim by an Offer Employee which claim is based on events occurring on or after the Effective Date, except for Losses to the extent ofarising from the gross negligence, Company assets only, including insurance proceeds if availablefraud or willful misconduct of Service Provider. The foregoing indemnity shall survive the termination of this Agreement. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect Subject to which such Indemnified Party is or may be entitled to indemnification under this Section 2.4(a), Service Provider shall be advanced or promptly reimbursed by indemnify, defend and hold the Company to such Indemnified Party in advance and its successors, assigns, members, affiliates, employees, officers, participants, shareholders, directors and personal representatives, harmless from and against all Losses arising from the gross negligence, fraud or willful misconduct of Service Provider. The foregoing indemnity shall survive the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment termination of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsAgreement. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither Each Member's liability shall be limited as set forth in this Agreement, the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any actionDelaware Act, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or managerother applicable law. (bi) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) indemnify to the maximum fullest extent permitted by applicable law from under and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection accordance with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance laws of the final disposition State of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of Delaware any person who could was or is a party or is threatened to be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect made a party to any eventthreatened, act pending or omission occurring completed action, suit or allegedly occurring prior to (a) the date of such repeal proceeding, whether civil, criminal, administrative or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment investigative by reason of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act fact that he is or omission occurring was a Member or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent Member or similar functionary of Manager in any other capacity with another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan trust or other enterprise enterprise, against any liability asserted against him expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a capacity manner he reasonably believed to be in, or arising out not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (ii) Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a Member or Manager of the Company) or may (in the case of any action, suit or proceeding against an Member or Manager) be paid by the Company in advance of the final disposition of such person’s status action, suit or proceeding as such a authorized by the Members upon receipt of an undertaking by or on behalf of the indemnified person to the same extent repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company may indemnify as authorized in this Article VI. (iii) the indemnification and advance expenses to other rights set forth in this Article VI shall not be exclusive of any provisions with respect thereto in the Sole bylaws or any other contract or agreement between the Company and any Member or Manager of the Manager under Company. (iv) neither the amendment nor repeal of subparagraphs (i) (ii), or (iii) of this SectionArticle VI, shall eliminate or reduce the effect of subparagraphs (i), (ii), and (iii) of this Article VI in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to subparagraph (i), (ii), or (iii) of this Article VI, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

Limitation of Liability; Indemnity. (a) Neither It is the Sole Member nor intent of the Manager Parties that each Party will be personally responsible for its own acts, errors and omissions and that each Party is liable for monetary damages to the other Party for any action taken actual direct damages incurred by the non-breaching Party as a member or manager, or for any result of the breaching Party’s failure to take any actionperform its obligations in the manner required by this Agreement. Notwithstanding the foregoing, no Party will be liable hereunder for, and neither the Sole Member nor the Manager shall be liable for each Party hereby expressly waives any debtsand all rights with respect to, obligations exemplary, punitive, presumptive, special, incidental, lost profits, consequential or liabilities of the Company whether arising in tortspeculative damages. SUBJECT TO SECTION 2.4(c), contract or otherwise, solely by reason of being a member or managerIN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY IN THE AGGREGATE FOR ANY AND ALL DAMAGES AND LOSSES HEREUNDER ARISING FROM SERVICE PROVIDER’S PROVISION OF SERVICES EXCEED $ . (b) The Company Service Recipient shall indemnify, defend and hold harmless the Sole Member Service Provider and the Managerits successors, and any of such party’s officersassigns, directorsmembers, managersaffiliates, employees, successors officers, participants, shareholders, directors and assigns (eachpersonal representatives, an “Indemnified Party”) to the maximum extent permitted by applicable law harmless from and against any and all actual or alleged losses, liabilities, claims, damages, liabilitiescosts and expenses (including, costs or expenses without limitation, reasonable attorneys’ fees and expenses) (collectively, the “DamagesLosses”) of any nature whatsoever, including attorneys’ fees, arising that arise out of this Agreement (including the provision of Services to or in connection with any action taken or omitted receipt and use of Services by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out ofService Recipient and its affiliates), and except for Losses to the extent of, Company assets only, including insurance proceeds if availablearising from any breach of this Agreement by Service Provider or the gross negligence or willful misconduct of Service Provider. The foregoing indemnity shall survive the termination of this Agreement. (c) All expenses reasonably incurred by an Indemnified Party Service Provider shall indemnify, defend and hold Service Recipient and its successors, assigns, members, affiliates, employees, officers, participants, shareholders, directors and personal representatives, harmless from and against all Losses arising from the gross negligence or willful misconduct of Service Provider in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification providing Services; provided that in no event shall Service Provider’s liability in the aggregate for all Losses indemnified under this Section 2.4(c) exceed $ . The foregoing indemnity shall be advanced or promptly reimbursed by survive the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment termination of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assetsAgreement. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No NO repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.