Common use of Other Related Matters Clause in Contracts

Other Related Matters. (a) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, such other duties and liabilities of such Covered Person. (b) The rights to indemnification and advancement of expenses provided by this Article IX shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, as a matter of Law or otherwise, both as to actions in such Covered Person’s capacity as a Covered Person hereunder and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity as a Covered Person and shall inure to the benefit of the heirs, successors, assigns and administrators of such Covered Person. (c) The obligations of the Company to the Covered Persons provided in this Agreement, including any indemnification obligations under this Article IX, shall be satisfied from and limited to Company assets, including insurance proceeds, if any, or arising under Law are solely the obligations of the Company, and no personal liability whatsoever shall attach to, or be incurred by, any Member or other Covered Person for such obligations, to the fullest extent permitted by Law. Where the foregoing provides that no personal liability shall attach to or be incurred by a Covered Person, any claims against or recourse to such Covered Person for or in connection with such liability, whether arising in common law or equity or created by rule of law, statute, constitution, contract or otherwise, are expressly released and waived under this Agreement, to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of this Agreement and any related agreement, and the incurring by the Company or such Member of the obligations provided in this Agreement. (d) Nothing in this Article IX shall be deemed to limit or waive any rights that any Person has for breach of the terms of this Agreement or with respect to any employment relationship with the Company or any of its Subsidiaries (collectively, “Excluded Claims”). (e) The Company may maintain insurance (including directors’ and officers’ insurance), at its expense, to protect each current and former Manager and Officer of the Company, and the Company may maintain such insurance to protect itself and any Covered Person or other Member of the Company, in each case against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Act. (f) The rights to indemnification and advancement of expenses provided by this Article IX shall be deemed to be separate contract rights between the Company and each Covered Person. Any amendment, modification or repeal of this Article IX or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability of the Covered Persons, or terminate, reduce or impair the right of Covered Person, under and in accordance with the provisions of this Article IX as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Other Related Matters. (a) The provisions of this AgreementAgreement and any other Related Document, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, such other duties and liabilities of such Covered Person. (b) Notwithstanding anything to the contrary under this Agreement or pursuant to any duty (fiduciary or otherwise) or otherwise applicable provision of Law or equity, a Member may enter into voting agreements or arrangements with one or more other Members regarding, among other things, the voting by such Member or by Managers designated by such Member. Without limiting the scope of any such voting agreement or arrangement permitted hereunder, a voting agreement or arrangement may provide that Members may act in concert and that Managers may act in concert. (c) The rights to indemnification and advancement of expenses provided by this Article IX 9 shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, as a matter of Law or otherwise, both as to actions in such Covered Person’s capacity as a Covered Person hereunder and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity as a Covered Person and shall inure to the benefit of the heirs, successors, assigns and administrators of such Covered Person. (cd) The obligations of the Company to the Covered Persons provided in this Agreementthe Related Documents, including any indemnification obligations under this Article IX9, shall be satisfied from and limited to Company assets, including insurance proceeds, if any, or arising under Law are solely the obligations of the Company, and no personal liability whatsoever shall attach to, or be incurred by, any Member or other Covered Person for such obligations, to the fullest extent permitted by Law. Where the foregoing provides that no personal liability shall attach to or be incurred by a Covered Person, any claims against or recourse to such Covered Person for or in connection with such liability, whether arising in common law or equity or created by rule of law, statute, constitution, contract or otherwise, are expressly released and waived under this Agreementthe Related Documents, to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of this Agreement the Related Documents and any related agreement, and the incurring by the Company or such Member of the obligations provided in this Agreementsuch agreements. (de) Nothing in this Article IX 9 shall be deemed to limit or waive any rights that any Person has for breach of the terms of this Agreement the Related Documents or Affiliate Agreements or with respect to any employment relationship with the Company or any of its Subsidiaries (collectively, “Excluded Claims”). (ef) The Without in any way limiting Section 10.5, the Company may maintain insurance (including directors’ and officers’ insurance), at its expense, to protect each current and former Manager and Officer of the CompanyOfficer, and the Company may maintain such insurance to protect itself and any Covered Person or other Member of the Company, in each case against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Act. (fg) The rights to indemnification and advancement of expenses provided by this Article IX 9 shall be deemed to be separate contract rights between the Company and each Covered Person. Any amendment, modification or repeal of this Article IX 9 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability of the Covered Persons, or terminate, reduce or impair the right of Covered Person, under and in accordance with the provisions of this Article IX 9 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Other Related Matters. (a) The provisions Grantee may postpone from time to time any sale by it to be made under or by virtue of this AgreementSecurity Instrument by announcement at the time and place appointed for such sale or for such postponed sale or sales; and, except as otherwise provided by any applicable provision of law, Grantee, without further notice or publication, may make such sale at the time and place to which the same shall be so postponed. Upon the completion of any sale or sales made by Grantee under or by virtue of this section 24, Grantee shall execute and deliver to the extent that they restrict accepted purchaser or eliminate purchasers a good and sufficient instrument, or good and sufficient instruments conveying, assigning and transferring all estate, right, title and interest in and to the duties Property and liabilities rights sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any such sale or sales made under or by virtue of this section 24, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a Covered Person otherwise existing judgment or decree of foreclosure and sale, shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, are agreed by the Members to replace, of Borrower in and to the fullest properties and rights so sold, and shall be a perpetual bar both at law and in equity against Borrower and against any and all persons claiming or who may claim the same, or any part thereof from, through or under Borrower. Upon any sale made under or by virtue of this section 24 whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Grantee may bid for and acquire the Property or any part thereof and, in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the indebtedness of Borrower secured by this Security Instrument the net sales price after deducting therefrom the expenses of the sale, and the cost of such action and any other sums which Grantee is authorized to deduct under this Security Instrument. Grantee, upon so acquiring the Property, or any part thereof shall be entitled to hold, lease, rent, operate, manage and sell the same in any manner permitted by applicable laws. To the full extent permitted by applicable Lawlaw, the Property or any part thereof, may be sold in one parcel and as an entirety, or in such other duties parcels, manner or order as Grantee in its sole discretion may elect, and liabilities one or more exercises of such Covered Person. (b) The the rights to indemnification and advancement of expenses provided herein granted shall not extinguish or exhaust the rights unless the entire Property is sold or the entire indebtedness secured by this Article IX Security Instrument paid in full; and Grantee, or its assigns, shall be collect the proceeds as provided in addition to any other rights to which this Security Instrument or as required by applicable law; and Borrower agrees that in case of a Covered Person may be entitled under any agreementsale, as a matter of Law herein provided, Borrower or otherwise, both as to actions any person in such Covered Person’s capacity as a Covered Person hereunder possession under Borrower shall then become and as to actions in any other capacitybe tenants holding over, and shall continue as to a Covered Person who has ceased to serve in such capacity as a Covered Person and shall inure forthwith deliver possession to the benefit of the heirs, successors, assigns and administrators of purchaser at such Covered Person. (c) The obligations of the Company to the Covered Persons provided in this Agreement, including any indemnification obligations under this Article IX, shall be satisfied from and limited to Company assets, including insurance proceeds, if any, or arising under Law are solely the obligations of the Company, and no personal liability whatsoever shall attach tosale, or be incurred by, any Member or other Covered Person for such obligations, to the fullest extent permitted by Law. Where the foregoing provides that no personal liability shall attach to or be incurred by a Covered Person, any claims against or recourse to such Covered Person for or in connection with such liability, whether arising in common law or equity or created by rule of law, statute, constitution, contract or otherwise, are expressly released and waived under this Agreement, to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of this Agreement and any related agreement, and the incurring by the Company or such Member of the obligations provided in this Agreement. (d) Nothing in this Article IX shall be deemed to limit or waive any rights that any Person has for breach of the terms of this Agreement or with respect to any employment relationship with the Company or any of its Subsidiaries (collectively, “Excluded Claims”). (e) The Company may maintain insurance (including directors’ and officers’ insurance), at its expense, to protect each current and former Manager and Officer of the Company, and the Company may maintain such insurance to protect itself and any Covered Person or other Member of the Company, in each case against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Act. (f) The rights to indemnification and advancement of expenses provided by this Article IX shall be deemed to be separate contract rights between the Company and each Covered Person. Any amendment, modification or repeal of this Article IX or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability of the Covered Persons, or terminate, reduce or impair the right of Covered Person, under and summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the rights hereby granted are in addition to any and all other remedies which Grantee may have at law or in equity. Borrower hereby expressly waives any right which it may have to direct the order in which any of the Property shall be sold in the event of any sale or sales pursuant hereto. Grantee shall be entitled to collect all costs and expenses incurred in pursuing such remedies, including, but not limited to, reasonable attorney’s fees and cost, costs of documentary evidence, abstracts and title reports. Upon the breach of any representation, warranty, covenant or agreement by Borrower in this Article IX as in effect immediately prior Security Instrument (including, but not limited to, the covenants to such amendmentpay when due sums secured by this Security Instrument), modification or repeal with respect to claims arising from or relating to matters occurringany other Loan Document, Grantee, at Grantee’s option may, in whole addition to any remedies specified in this covenant, invoke any other remedies provided in any other Loan Document or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be assertedas provided hereunder.

Other Related Matters. (a) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace, to the fullest extent permitted by applicable Law, such other duties and liabilities of such Covered Person. (b) The rights to indemnification and advancement of expenses provided by this Article IX shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, as a matter of Law or otherwise, both as to actions in such Covered Person’s capacity as a Covered Person hereunder and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity as a Covered Person and shall inure to the benefit of the heirs, successors, assigns and administrators of such Covered Person. (c) The obligations of the Company to the Covered Persons provided in this Agreement, including any indemnification obligations under this Article IX, shall be satisfied from and limited to Company assets, including insurance proceeds, if any, or arising under Law are solely the obligations of the Company, and no personal liability whatsoever shall attach to, or be incurred by, any Member or other Covered Person for such obligations, to the fullest extent permitted by Law. Where the foregoing provides that no personal liability shall attach to or be incurred by a Covered Person, any claims against or recourse to such Covered Person for or in connection with such liability, whether arising in common law or equity or created by rule of law, statute, constitution, contract or otherwise, are expressly released and waived under this Agreement, to the fullest extent permitted by Law, as a condition of, and as part of the consideration for, the execution of this Agreement and any related agreement, and the incurring by the Company or such Member of the obligations provided in this Agreement.. AAG HOLDING CO1, LLC Limited Liability Company Operating Agreement (d) Nothing in this Article IX shall be deemed to limit or waive any rights that any Person has for breach of the terms of this Agreement or with respect to any employment relationship with the Company or any of its Subsidiaries (collectively, “Excluded Claims”). (e) The Company may maintain insurance (including directors’ and officers’ insurance), at its expense, to protect each current and former Manager and Officer of the Company, and the Company may maintain such insurance to protect itself and any Covered Person or other Member of the Company, in each case against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Act. (f) The rights to indemnification and advancement of expenses provided by this Article IX shall be deemed to be separate contract rights between the Company and each Covered Person. Any amendment, modification or repeal of this Article IX or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability of the Covered Persons, or terminate, reduce or impair the right of Covered Person, under and in accordance with the provisions of this Article IX as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.