Common use of Limitation of Liability of Indemnitees Clause in Contracts

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Company, to another Member, to any other Person who acquires an interest in a Membership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the other Members, any other Persons who acquire an interest in a Membership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Members, to any Person who acquires an interest in a Membership Interest or to any other Person bound by this Agreement, the Managing Member and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company, to any Member, to any Person who acquires an interest in a Membership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, fraud or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership , to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, Agreement or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other Membersany Partners, any other Persons who acquire an interest in a Membership Interest the Partnership or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that engaged by such Indemnitee engaged being in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its such Indemnitee’s conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the Membersany Partners, to any Person other Persons who acquires acquire an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 8.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 8.4 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another Member, to the Partners or any other Person Persons who acquires an interest have acquired interests in a Membership Interest or to any other Person bound by this Agreementthe Partnership Interests, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other Members, Partners or any other Persons who acquire an interest have acquired interests in a Membership Interest or any other Person bound by this Agreementthe Partnership Interests, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, Partnership or to the Members, to any Person who acquires an interest in a Membership Interest or to any other Person bound by this AgreementPartners, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the Company, to any Member, to any Person who acquires an interest in a Membership Interest Partnership or to any other Person bound by this Agreement Partner for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, Agreement or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other Membersany Partners, any other Persons who acquire an interest in a Membership Interest the Partnership or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that engaged by such Indemnitee engaged being in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its such Indemnitee’s conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the Membersany Partners, to any Person other Persons who acquires acquire an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 8.5 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 8.5 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, fraud or with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Company, to another Member, to the Sole Member or any other Person Persons who acquires an interest have acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, incurred as a result of its any act or any omission of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the other Members, any other Persons who acquire an interest in a Membership Interest or any other Person bound by this Agreement, if it is determined by unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction that determining that, in respect of the matter in question, such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, bad faith or, with respect to any in the case of a criminal conductmatter, with the knowledge that its the Indemnitee’s conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the MembersSole Member, to any other Person who acquires an interest has acquired interests in a Membership Interest or to the Company, any other Person bound by this Agreement, the Managing Member and Agreement or any other Indemnitee, such Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company, to any the Sole Member, to any other Person who acquires an interest has acquired interests in a Membership Interest or to the Company, any other Person bound by this Agreement or any other Indemnitee for its good faith reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 or any provision hereof 5.11 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 5.11 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or any Joint Venture Agreement, under the Delaware Act or any other law, rule or regulation or at equity, to the fullest extent allowed by law, no Indemnitee or any of its employees or Persons acting on its behalf shall be liable for monetary damages or otherwise to the Company, to another Memberthe Members, to or any other Person Persons who acquires an interest have acquired interests in a Membership Interest the Company or to any other Person are bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its any act or omission of an Indemnitee or any of any other Indemnitee’s determinations, act(s) its employees or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the other Members, any other Persons who acquire an interest in a Membership Interest or any other Person bound by this Agreement, if it is determined by acting on its behalf unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result determining that, in respect of the conduct matter in question, the Indemnitee or any of that Indemnitee engaged its employees or Persons acting on its behalf acted in by it in Bad Faith or engaged in willful misconduct or fraud, bad faith or, in the case of a criminal matter, acted with respect to any criminal conduct, with the knowledge that its the Indemnitee’s conduct was unlawful. (b) The Managing Member Company may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member Company shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made Company in Bad Faithgood faith. (c) To the extent that, at law or in equity, an Indemnitee or any of its employees or Persons acting on its behalf has duties (including fiduciary duties) and liabilities relating thereto to the Company, Company or to the Members, to any Person who acquires an interest in a Membership Interest Members or to any other Person Persons who have acquired an interest in the Company or are otherwise bound by this Agreement, the Managing Member Company and any other Indemnitee or any of its employees or Persons acting on its behalf acting in connection with the Company’s business or affairs shall not be liable to the Company, to any Memberthe Members, to any Person who acquires an interest in a Membership Interest or to any other Person Persons who have acquired interests in the Company or are bound by this Agreement for its good faith reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 6.14 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 6.14 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another Member, to the Partners or any other Person Persons who acquires an interest have acquired interests in a Membership Interest or to any other Person bound by this Agreementthe Partnership Interests, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other Members, Partners or any other Persons who acquire an interest have acquired interests in a Membership Interest or any other Person bound by this Agreementthe Partnership Interests, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, Partnership or to the Members, to any Person who acquires an interest in a Membership Interest or to any other Person bound by this AgreementPartners, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the Company, to any Member, to any Person who acquires an interest in a Membership Interest Partnership or to any other Person bound by this Agreement Partner for its reliance on the provisions of this Agreement.. 40 (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, any Group Member, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, any Group Member, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, fraud or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, Agreement or any Group Member AgreementAgreement , or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Company, to another Memberthe Members, to any other Person Persons who acquires an interest have acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinationsdetermination(s), act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the other Members, any other Persons who acquire an interest have acquired interests in a Membership Interest the Company or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Members, to any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, the Managing Member and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company, to the Members, any Memberother Indemnitee, to any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 7.2 or any provision hereof of this Section 7.2 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, Agreement or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other Membersany Partners, any other Persons who acquire an interest in a Membership Interest the Partnership or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that engaged by such Indemnitee engaged in by it being in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its such Indemnitee’s conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the Membersany Partners, to any Person other Persons who acquires acquire an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged engaging in fraud or willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith.. DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith.. Enviva Partners, LP Second Amended and Restated Agreement of Limited Partnership 41 (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, Agreement or any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Company, to another the Sole Member, to any other Person Persons who acquires an interest have acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the other MembersSole Member, any other Persons who acquire an interest have acquired interests in a Membership Interest the Company or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the MembersSole Member, to any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, the Managing Member and any other Indemnitee acting in connection with the Company’s business or affairs (including in the Company’s capacity as the general partner of the Partnership) shall not be liable to the Company, to any the Sole Member, to any other Indemnitee, any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 5.11 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 5.11 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, Agreement or any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Company, to another the Sole Member, to any other Person Persons who acquires an interest have acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the other MembersSole Member, any other Persons who acquire an interest have acquired interests in a Membership Interest the Company or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the MembersSole Member, to any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, the Managing Member and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company, to any the Sole Member, to any other Indemnitee, any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 5.11 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 5.11 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership , to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, Agreement or under the Delaware LP Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, Agreement or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinationsIndemnitee 's determinations , act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other Membersany Partners, any other Persons who acquire an interest in a Membership Interest the Partnership or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that engaged by such Indemnitee engaged being in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its such Indemnitee's conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the Membersany Partners, to any Person other Persons who acquires acquire an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the Company’s Partnership's business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person person who acquires an interest in a Membership Interest the Partnership or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 8.5 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 8.5 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, any Group Member, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, any Group Member, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged engaging in fraud or willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith.. ENVIVA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, Agreement or any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Company, to another Memberthe Members, to any other Person Persons who acquires an interest have acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinationsdetermination(s), act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the other Members, any other Persons who acquire an interest have acquired interests in a Membership Interest the Company or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Members, to any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement, the Managing Member and any other Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company, to the Members, any Memberother Indemnitee, to any other Person who acquires an interest has acquired interests in a Membership Interest the Company or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (dc) Any amendment, modification or repeal of this Section 7.4 7.2 or any provision hereof of this Section 7.2 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable non‑appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, fraud or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged engaging in fraud or willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful.. DOMINION MIDSTREAM PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or engaged in willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith.. AGREEMENT OF LIMITED PARTNERSHIP (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership , to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s 's determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged engaging in fraud or willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the Company’s Partnership's business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind DOMINION ENERGY MIDSTREAM PARTNERS, LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged engaging in fraud or willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Limitation of Liability of Indemnitees. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the CompanyPartnership, to another MemberPartner, to any other Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided, provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the CompanyPartnership, the other MembersPartners, any other Persons who acquire an interest in a Membership Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it acting in Bad Faith or engaged engaging in fraud or willful misconduct or fraudmisconduct, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful.. ARC LOGISTICS PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (b) The Managing Member General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Managing Member General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Managing Member General Partner if such appointment was not made in Bad Faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the CompanyPartnership, to the MembersPartners, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement, the Managing Member General Partner and any other Indemnitee acting in connection with the CompanyPartnership’s business or affairs shall not be liable to the CompanyPartnership, to any MemberPartner, to any Person who acquires an interest in a Membership Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement. (d) Any amendment, modification or repeal of this Section 7.4 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.4 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.