Common use of Limitations on Liability; Indemnity Clause in Contracts

Limitations on Liability; Indemnity. No manager, nor any member, nor any of their respective Affiliates (each, an “Actor”) shall be liable to the Company for actions taken in good faith by the Actor in connection with the Company or its business; provided that the Actor shall in all instances remain liable for acts in breach of this Agreement or that constitute bad faith, fraud, willful misconduct, or gross negligence. The Company, its receiver or trustee shall indemnify, defend, and hold harmless each Actor, to the extent of the Company’s assets (without any obligation of any member to make contributions to the Company to fulfill such indemnity), for, from, and against any losses, costs, and expenses incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the Business of the Company; provided that no Actor shall be indemnified for claims based upon acts performed or omitted in material breach of this Agreement or that constitute bad faith, fraud, willful misconduct, or gross negligence.

Limitations on Liability; Indemnity. No managerMember, nor any member, nor any of its Representatives or its or their respective Affiliates (each, an “"Actor”") shall be liable to the Company or the other Members for actions taken in good faith by the Actor in connection with the Company or its business; provided that the Actor shall in all instances remain liable for acts in breach of this Agreement or that which constitute bad faith, fraud, willful misconduct, misconduct or gross negligencenegligence (except to the extent the Company is compensated for the same by insurance coverage maintained in accordance with this Agreement). The Company, its receiver or trustee shall indemnify, defend, defend and hold harmless each Actor, to the extent of the Company’s 's assets (without any obligation of any member Member to make contributions to the Company to fulfill such indemnity), for, from, from and against any lossesliability, costsdamage, and expenses cost, expense, loss, claim or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the Business business of the Company, including without limitation attorneys' fees and costs incurred by the Actor in the settlement or defense of such claim; provided that no Actor shall be indemnified for claims based upon acts performed or omitted in material breach of this Agreement or that which constitute bad faith, fraud, willful misconduct, misconduct or gross negligence.

Limitations on Liability; Indemnity. No managerNeither the Manager, nor any memberMember, nor any of their respective Affiliates (each, an “Actor”) shall be liable to the Company or any Member for actions taken in good faith by the Actor in connection with the Company or its business; provided that the Actor shall in all instances remain liable for acts in breach of this Agreement or that constitute bad faith, fraud, willful misconduct, misconduct or gross negligence. The Company, its receiver or trustee shall indemnify, defend, and hold harmless each Actor, to the extent of the Company’s assets (without any obligation of any member Member to make contributions to the Company to fulfill such indemnity), for, from, and against any losses, costs, and expenses Losses incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the Business of the Company; provided that no Actor shall be indemnified for claims based upon acts performed or omitted in material breach of this Agreement or that constitute bad faith, fraud, willful misconduct, or gross negligence.