Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC. b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

Limitation on Liability; Indemnification. a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC. b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “"Indemnitee”"), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ ' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s 's duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

Limitation on Liability; Indemnification. a) Except as otherwise provided in the Act, the debts, obligations obligations, and liabilities of the LLC, whether arising in contract, tort tort, or otherwise, shall be solely the debts, obligations obligations, and liabilities of the LLC. None of the Member, its partners or the Manager, and any officers, trusteesemployees, directors, employees or agents of any partner in the Member, or any officers, employees or and agents of the LLC, LLC or the Member shall be obligated personally for any debt, obligation obligation, or liability of the LLC solely by reason of the fact that hehis, she her, or it (i) is or was its status as such Member, partner in the Member or Manager, officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterpriseagent. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners the Manager, or any the officers, trusteesemployees, directors, employees or agents of any partner in the Member, or any officers, employees or and agents of the LLC, LLC or its Member for any liabilities of the LLC. b) . The LLC shall indemnify and hold harmless the Member, its partners or any officersthe Manager, trustees, directors, employees or agents of any partner in the Member, or and any officers, employees or and agents of the LLC or the Member (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements settlements, and other amounts arising from any and all claims, demands, actions, suits suits, or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative administrative or investigative, includingin which the Indemnitee may be involved, without limitation, any appeal or threatened to any such claim, demand, action, suit be involved as a party or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceedingotherwise, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member Manager, or an officer, trustee, director, employee or agent of any partner in the Memberemployee, or an officer, employee or agent of the LLCagent, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its the Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence negligence, or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.