Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such Covered Person’s duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member ​ and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is ​ ​ no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses.. ​ (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such any Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s Persons’ duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. ​ (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendmentamendment , substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement)) , the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s 's conduct was unlawful, or that the Covered Person’s 's conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered ​ ​ Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s 's executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such Covered Person’s 's duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons Person pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s 's rights described herein without the Covered Person’s 's prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide ​ ​ prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under this Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable ​ ​ portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such any Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (fd) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (ge) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (hf) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s Persons’ duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (ig) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (jh) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (ki) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such any Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any the Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered PersonPerson ’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses.. ​ (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such any Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses.. ​ (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s Persons’ duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.

Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company. (b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement. (d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise ​ existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager. (e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such any Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member or any direct or indirect subsidiary of the foregoing in connection with the business of the Company; or (ii) the Covered Person being or acting in connection with the business of the Company as a manager, officer or agent of the Company or any subsidiary thereof, or that the Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Person including the Company. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that the Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of this Agreement. (f) The Company shall promptly reimburse (and/or advance to the extent reasonably required) any Covered Person for reasonable legal or other expenses (as incurred) by the Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which the Covered Person may be indemnified pursuant to this Section 12; provided, that if it is finally judicially determined that the Covered Person is not entitled to the indemnification provided by this Section 12, then the Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses. (g) The indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the benefit of the Covered Person’s executors, administrators, legatees and distributees. (h) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such the Covered Person’s duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the ​ ​ Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (i) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (j) The provisions of this Section 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (k) The provisions of this Section 12 shall survive the dissolution, liquidation, winding up and termination of the Company.