Limitations on Amount of Indemnification Sample Clauses

Limitations on Amount of Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Damages shall be asserted by the Company Indemnified Persons or the Parent Indemnified Persons, respectively, under Section 9.3(a) or Section 9.2(a) (other than Section 4.9(b) and Section 4.9(r)), respectively, unless (i) any individual Damage or group or series of related Damages exceeds $50,000 (such Damage or group or series of related Damages that does not exceed $50,000, the “De Minimis Damages”), and (ii) the aggregate amount of Damages that would otherwise be payable under each of Section 9.3(a) or Section 9.2(a) (other than Section 4.9(b) and Section 4.9(r)), as applicable, which shall not include for such purposes De Minimis Damages, exceeds $2,032,000 (the “Basket Amount”), whereupon the Company Indemnified Person or the Parent Indemnified Person, as the case may be, shall be entitled to receive only amounts for Damages (which shall not include for such purposes De Minimis Damages) in excess of the Basket Amount. (b) In no event shall the aggregate amount of Damages paid on behalf of the Common Holders under Section 9.2(a) with regard to inaccuracies in or breaches of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 4.9 and the Fundamental Representations, exceed $15,000,000. (c) In no event shall the aggregate amount of Damages paid on behalf of the Common Holders under (i) Section 9.2(b) and (ii) Section 9.2(a) with regard to inaccuracies in or breaches of the representations and warranties contained in Section 4.9 and the Fundamental Representations, exceed the Estimated Merger Consideration. (d) Under no circumstances shall any Company Indemnified Person or Parent Indemnified Person (each an “Indemnitee” and collectively, the “Indemnitees”) be entitled to be indemnified for (i) special or punitive damages, other than those payable to a third party, (ii) lost profits, lost revenues, or loss of business opportunity or reputation or (iii) damages that are not found to be proximately caused by the facts and circumstances causing the breach giving rise to indemnification hereunder. The party seeking indemnification under this Article IX shall use commercially reasonable efforts to mitigate any Damage that forms the basis of an indemnification claim hereunder. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any represent...
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Limitations on Amount of Indemnification. The joint and several liability of Sellers and the Indemnifying Shareholders under Article VIII shall in no case exceed $3,250,000 in the aggregate (including the Escrow Amount) with respect to Claims; provided, however: (a) such limitation shall not apply to Claims relating to Sections 4.17 (regarding Taxes), 4.20 (regarding employee benefit plans and similar arrangements), or 4.22 (regarding Environmental Laws and Regulations), or product liability Claims, which Claims shall not be taken into account when determining the maximum aggregate indemnification obligation of Sellers and the Indemnifying Shareholders hereunder; and (b) beginning on the first anniversary date of the Closing and expiring two (2) years following the Closing Date, the aggregate maximum amount of all Indemnification Claims that may be made against Sellers and the Indemnifying Shareholders (excluding all Claims made prior to the first anniversary date of the Closing Date) shall not exceed $1,500,000, subject to the exceptions set forth in subsection (a) hereof.
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Limitations on Amount of Indemnification. The Vendor shall have no liability to the Purchaser’s Indemnified Parties for any amount in excess of Five Hundred Thousand ($500,000) Dollars and the Purchaser shall have no liability to the Vendor’s Indemnified Parties under this Article for any amount in excess of Five Hundred Thousand ($500,000) Dollars.
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Limitations on Amount of Indemnification. (a) No Vendor shall have any obligation to make any payment for Damages (for indemnification or otherwise) until the aggregate amount of all Damages payable by the Vendors collectively exceeds $2,500,000. If the aggregate amount of all Damages payable by Vendors exceeds $2,500,000, each Vendor shall be obliged to make payment for its Pro-Rata Share of such Damages (for indemnification or otherwise), notwithstanding that the obligation was incurred at a time that the aggregate amount of all Damages payable by the Vendors was less than $2,500,000. Notwithstanding the foregoing, with respect to Damages resulting from any incorrectness in or breach of any representation or warranty of a Vendor of its representations and warranties in Section 3.1, such Vendor shall be fully liable for such Damages, subject to the limitations on liability set out below. (b) Notwithstanding anything contained in this Agreement to the contrary, the obligations of a Vendor to Purchaser under this Agreement, including Section 7.2 hereof, and the rights of Purchaser against any Vendor under this Agreement, including Section 7.2 hereof (other than a claim thereunder for Damages resulting from any incorrectness in or breach of any representation or warranty of the Vendor of his or its representations and warranties in Section 3.1 hereof), shall be performed, satisfied and paid only out of, and enforced only against, the Pledged Collateral in accordance with the terms and conditions of the Share Pledge Agreement to which the Vendor is a party and the recourse of Purchaser for the satisfaction of all obligations of the Vendor under this Agreement, including Section 7.2 hereof (other than a claim thereunder for Damages resulting from any incorrectness in or breach of any representation or warranty of the Vendor of his or its representations and warranties in Section 3.1 hereof), is limited to the Pledged Collateral, and no recourse shall be had by Purchaser to any other assets, property or revenue of the Vendor of any kind or nature whatsoever or howsoever arising and Purchaser shall not be entitled to, or seek to, or effect, any judgment, execution, garnishment or other process of realization (whether judicial or extra-judicial) against or in respect of any assets, property or revenue of the Vendor of any kind or nature whatsoever or howsoever arising, other than the Pledged Collateral with respect to the provisions of, and the Vendor’s obligations under, this Agreement, including Sectio...
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Limitations on Amount of Indemnification. Anything in this Agreement to the contrary notwithstanding, the duty and obligation of any Party to indemnify any Person (the "Indemnified Party") shall be limited to the net amount of any Losses actually paid or suffered by the Indemnified Party. In determining the net amount of such Losses for which indemnification is required hereunder, the gross amount of such Losses shall be reduced by the aggregate value of any money or other assets, properties and rights (including, without limitation, proceeds of insurance, related claims, crossclaims, and counterclaims, but excluding Federal or state income or franchise tax benefits), realized or to be realized by the Indemnified Party in connection therewith.
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Limitations on Amount of Indemnification. (a) The Vendors and the Shareholders have no obligation to make any payment for Damages (for indemnification or otherwise) in respect of the matters described in clause 9.2(a)(i) until the aggregate amount of all Damages with respect to those matters exceeds US $325,000. Once the aggregate amount of those Damages exceeds US $325,000, the Vendors and the Shareholders will be fully liable for all those Damages above the threshold amount, up to a maximum amount of US $27,750,000. (b) For purposes of determining if a breach or inaccuracy of any representation and warranty, or any failure to comply with or perform any covenant or agreement, has occurred, and calculating the amount of any Damages related thereto for which indemnification is available, the representations, warranties, covenants and agreements of the Vendors, the Shareholders and the Purchasers contained in this Agreement shall be read and applied without regard to, and shall be deemed not to be qualified by, any reference in the text thereof to “material”, “materially”, “material respects”, “Material Adverse Effect”, “Material Adverse Change” or similar materiality qualifiers set forth herein.
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Limitations on Amount of Indemnification. No Indemnified Party shall be entitled to indemnification pursuant to Section 10.1, unless and until the aggregate amount of Damages to all Indemnified Parties with respect to such matters under Section 10.1 exceeds US $50,000, at which time, the Indemnified Parties shall be entitled to indemnification for the total amount of such Damages in excess of US $50,000.
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Limitations on Amount of Indemnification. Notwithstanding anything in Section 8.2 to the contrary, the rights of Parent Indemnitees to be indemnified and held harmless under Section 8.2 will be limited as follows: (a) Subject to Section 8.4(d), Parent Indemnitees will have no right to recover for any Losses until the total aggregate dollar amount of all Losses exceeds the sum of $50,000, in which event the Parent Indemnitees will have the right to recover all such Losses (including the first $50,000 of such Losses). (b) Subject to Section 8.4(d), the total indemnification obligation under Section 8.2 of each Principal Shareholder will not exceed 50% of that portion of the Merger Consideration paid or payable to that Principal Shareholder (including the Escrowed Shares attributable to that Principal Shareholder) plus the value of the Company Stock Options held by that Principal Shareholder and assumed by Parent. (c) Subject to Section 8.4(d), the total indemnification obligation under Section 8.2 of the Company's shareholders other than the Principal Shareholders will not exceed the Escrowed Shares attributable to the Company's shareholders other than the Principal Shareholders. (d) The limitations of Sections 8.4(a), 8.4(b) and 8.4(c) will not apply to any Losses or indemnification obligations that arise or result from or are incident or related to any actionable fraud or deceit on the part of the Company or any of its shareholders. (e) Except as otherwise set forth in this Section 8.4, the provisions of this Agreement, the Indemnification and Joinder Agreement and the Escrow Agreement will not restrict or impair in any respect the rights or remedies otherwise available to Parent Indemnitees against the Company's shareholders at law or in equity, which rights and remedies will be cumulative and in addition to any other available remedies.
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Limitations on Amount of Indemnification. (a) Notwithstanding anything contained in Section 9.1 to the contrary, there shall be no liability for indemnification under Section 9.1 unless and to the extent the aggregate amount of Damages exceeds $50,000 (the “Indemnity Threshold”), except as to any claim for breach of any covenant, representation or warranty pertaining to or arising from Sections 2.8, 4.9, 4.14, 6.15, 6.16 and 6.17. (b) In no event shall the aggregate amount of Damages paid pursuant to Section 9.1 hereof exceed $250,000.
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Related to Limitations on Amount of Indemnification

  • Limitations on Indemnification (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor.

  • Limitations on Indemnification Obligations (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to: (a) indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (b) indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or (c) indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Limitation of Liability of the Adviser; Indemnification The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

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