Common use of Limitation on Indemnity and Expenses Clause in Contracts

Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, or (B) if the Manager has determined that such person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 5.4 or elsewhere in this Agreement to the contrary, the Company Manager may elect, with the consent of the Manager, elect not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 5.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates Affiliates against such Indemnitee or any of his his, her or her affiliatesits Affiliates, or (ii) by any such Indemnitee or any of his his, her or her affiliates its Affiliates against the Company or any of its direct or indirect subsidiaries or other affiliatesAffiliates, in each case without the prior written consent of the Manager which may be withheld in its sole discretion, or (B) if the Manager has determined that such person Person has breached his/, her or its duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliatesAffiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.

Limitation on Indemnity and Expenses. Notwithstanding anything in this Section 3.4 or elsewhere in this Agreement to the contrary, the Company may elect, with the consent of the Manager, not to provide any indemnification or advancement of expenses to any Indemnitee pursuant to this Section 3.4 for any Damages of or to an Indemnitee (A) that arise in connection with any claim, demand, action, suit or other proceeding brought (i) by the Company or any of its direct or indirect subsidiaries or other affiliates against such Indemnitee or any of his or her affiliates, or (ii) by any such Indemnitee indemnitee or any of his or her affiliates against the Company or any of its direct or indirect subsidiaries or other affiliates, or (B) if the Manager has determined that such person has breached his/her duty of loyalty to the Company or any of its direct or indirect subsidiaries or other affiliates, or has acted or omitted to act in a manner that constituted intentional misconduct or a knowing violation of law or for any transactions from which such person received any improper personal benefit.