Common use of Limitations on Liability; Indemnity Clause in Contracts

Limitations on Liability; Indemnity. No Member (including the Manager) or its Affiliates or their members, officers, directors, partners, stockholders, employees, contractors, advisors or consultant (each an “Indemnitee”) shall be liable to the Company or the other Members for actions taken in good faith by the Indemnitee in connection with the Company or its business. The Company, its receiver or trustee shall indemnify, defend and hold harmless each Indemnitee, to the extent of the Company’s assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation attorneys’ fees and costs incurred by the Indemnitee in the settlement or defense of such claim; provided that no Indemnitee shall be indemnified for claims based upon acts performed or omitted in an intentional breach of this Agreement or which constitute fraud, willful misconduct or gross negligence. Notwithstanding anything in this Section 5.8 to the contrary, the Manager shall not be entitled to indemnification with respect to the matters set forth in Section 5.6.

Limitations on Liability; Indemnity. No Manager or officer of the Company or their Affiliates or any Member (including the Manager) or its Affiliates or their members, officers, directors, partners, stockholders, employees, contractors, advisors or consultant (each an “IndemniteeActor”) shall be liable to the Company or the other Members for actions taken in good faith by the Indemnitee 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 (except to the extent the Company is compensated for the same by insurance coverage maintained by the Company). The Company, its receiver or trustee shall indemnify, defend and hold harmless each IndemniteeActor, to the extent of the Company’s assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee Actor arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee Actor in connection with the business of the Company, including without limitation attorneys’ fees and costs incurred by the Indemnitee Actor in the settlement or defense of such claim; provided that no Indemnitee Actor shall be indemnified for claims based upon acts performed or omitted in an intentional breach of this Agreement or which that constitute bad faith, fraud, willful misconduct or gross negligence. Notwithstanding anything The Manager may, in this Section 5.8 its discretion, procure, at the expense of the Company, errors and omissions insurance coverage for the Manager and the officers of the Company for policy limits and risks reasonably acceptable to the contrary, the Manager shall not be entitled to indemnification with respect to the matters set forth in Section 5.6Manager.

Limitations on Liability; Indemnity. No Member (including the Manager) or its Affiliates or their members, officers, directors, partners, stockholders, employees, contractors, advisors or consultant (each an “Indemnitee”) shall be liable to the Company or the any other Members Member for actions taken in good faith by such Member and within the Indemnitee scope of the authority conferred on such Member herein in connection with the Company and/or any Subsidiary; provided that a Member shall in all instances remain liable for acts that a court of competent jurisdiction, upon entry of a final judgment, shall find to constitute gross negligence, willful misconduct or its businessfraud (collectively, “Bad Acts”). The Member committing the Bad Acts (the “Breaching Member”) agrees to indemnify, defend and hold harmless the other Member from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Company, any Subsidiary or any other Member arising out of any claim based upon the Breaching Member’s Bad Acts, except with respect to any other Member, to the extent that such Member may have materially contributed to any Bad Acts committed by the Breaching Member. No Member shall be indemnified hereunder if it has benefited directly or indirectly from the Breaching Member’s Bad Acts, unless such Member relinquishes such benefit. The Company, its receiver or trustee trustee, shall indemnify, defend and hold harmless each IndemniteeMember, to the extent of the Company’s assets Company Assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee a Member arising out of any claim based upon acts performed or omitted to be performed by any Member taken in good faith by such Member and within the Indemnitee scope of the authority conferred on such Member in connection with the business of the Company, including including, without limitation attorneys’ limitation, reasonable attorney’s fees and costs incurred by the Indemnitee Member in the settlement or defense of or such claim; , provided that no Indemnitee Member shall be indemnified by the Company for claims based upon acts performed or omitted in an intentional breach of this Agreement or which constitute fraud, willful misconduct or gross negligence. Notwithstanding anything in this Section 5.8 to the contrary, the Manager shall not be entitled to indemnification with respect to the matters set forth in Section 5.6Bad Acts.

Limitations on Liability; Indemnity. No Member (including the Manager) or its Affiliates or their members, officers, directors, partners, stockholders, employees, contractors, advisors or consultant (each an “Indemnitee”) shall be liable to the Company or the any other Members Member for actions taken in good faith by such Member and within the Indemnitee scope of the authority conferred on such Member herein in connection with the Company and/or any Subsidiary; provided that a Member shall in all instances remain liable for acts that a court of competent jurisdiction, upon entry of a final judgment, shall find to constitute gross negligence, ACTIVE 202923160v.13 willful misconduct or its businessfraud (collectively, “Bad Acts”). The Member committing the Bad Acts (the “Breaching Member”) agrees to indemnify, defend and hold harmless the other Member from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Company, any Subsidiary or any other Member arising out of any claim based upon the Breaching Member’s Bad Acts, except with respect to any other Member, to the extent that such Member may have materially contributed to any Bad Acts committed by the Breaching Member. No Member shall be indemnified hereunder if it has benefited directly or indirectly from the Breaching Member’s Bad Acts, unless such Member relinquishes such benefit. The Company, its receiver or trustee trustee, shall indemnify, defend and hold harmless each IndemniteeMember, to the extent of the Company’s assets Company Assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee a Member arising out of any claim based upon acts performed or omitted to be performed by any Member taken in good faith by such Member and within the Indemnitee scope of the authority conferred on such Member in connection with the business of the Company, including including, without limitation attorneys’ limitation, reasonable attorney’s fees and costs incurred by the Indemnitee Member in the settlement or defense of or such claim; , provided that no Indemnitee Member shall be indemnified by the Company for claims based upon acts performed or omitted in an intentional breach of this Agreement or which constitute fraud, willful misconduct or gross negligence. Notwithstanding anything in this Section 5.8 to the contrary, the Manager shall not be entitled to indemnification with respect to the matters set forth in Section 5.6Bad Acts.

Limitations on Liability; Indemnity. No Member (including the Manager) or its Affiliates or their members, officers, directors, partners, stockholders, employees, contractors, advisors or consultant (each an “Indemnitee”) shall be liable to the Company or the any other Members Member for actions taken in good faith by such Member and within the Indemnitee scope of the authority conferred on such Member herein in connection with the Company and/or any Subsidiary; provided that a Member shall in all instances remain liable for acts that a court of competent jurisdiction, upon entry of a final judgment, shall find to constitute gross negligence, willful misconduct or its businessfraud (collectively, “Bad Acts”). The Member committing the Bad Acts (the “Breaching Member”) agrees to indemnify, defend and hold harmless the other Member from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Company, any Subsidiary or any other Member arising out of any claim based upon the Breaching Member’s Bad Acts, except with respect to any other Member, to the extent that such Member may have materially contributed to any Bad Acts committed by the Breaching Member. No Member shall be indemnified hereunder if it has benefited directly or indirectly from the Breaching Member’s Bad Acts, unless such Member relinquishes such benefit. The Company, its receiver or trustee trustee, shall indemnify, defend and hold harmless each IndemniteeMember, to the extent of the Company’s assets Company Assets (without any obligation of any Member to make contributions to the Company ACTIVE 203377524v.3 to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee a Member arising out of any claim based upon acts performed or omitted to be performed by any Member taken in good faith by such Member and within the Indemnitee scope of the authority conferred on such Member in connection with the business of the Company, including including, without limitation attorneys’ limitation, reasonable attorney’s fees and costs incurred by the Indemnitee Member in the settlement or defense of or such claim; , provided that no Indemnitee Member shall be indemnified by the Company for claims based upon acts performed or omitted in an intentional breach of this Agreement or which constitute fraud, willful misconduct or gross negligence. Notwithstanding anything in this Section 5.8 to the contrary, the Manager shall not be entitled to indemnification with respect to the matters set forth in Section 5.6Bad Acts.