Common use of Other Arrangements Not Excluded Clause in Contracts

Other Arrangements Not Excluded. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article X: (a) does not exclude any other rights to which an Indemnified Person seeking indemnification or advancement of expenses may be entitled under any agreement, decision of the Member or otherwise, except that indemnification and advancement, unless ordered by a court pursuant to Section 10.01 above, may not be made to or on behalf of such Person if a final adjudication established that its acts or omissions involved gross negligence (or with respect to the Independent Manager, Special Member and any of their respective affiliates, bad faith), willful misconduct, fraud or a knowing violation of the law and were material to the cause of action; and (b) continues for an Indemnified Person who has ceased to be a Manager or the Member or an officer, director, employee or agent of the Member.