Common use of Survival; Limitations; Procedures Clause in Contracts

Survival; Limitations; Procedures. (a) The indemnification obligations contained in Section 18.3.1 will survive any termination of this Agreement or the dissolution and winding up of the Company. The indemnification obligations contained in Section 18.3.2 will survive any dissolution of the Company until its affairs have been fully wound up and all of its properties and assets distributed in accordance with this Agreement. (b) For the purposes of this Agreement and except to the extent payments on account of or relating to losses or damages are made to a third party, “Damages” shall exclude any special, incidental, indirect, punitive, exemplary, or consequential damages (including damages for loss of use of equipment, lost business opportunities or profits, or damage to reputation). (c) If a Member or the Company (the “Indemnifying Party”) is obligated hereunder to indemnify any other Member, the Company, a Member’s Corporate Affiliate or any Other Indemnified Person or Indemnitee (in any case the “Indemnified Party”) from any claim, suit, action or proceeding brought by any other person or entity (a “Third Party Claim”), the Indemnified Party shall give notice as promptly as is reasonably practicable to the Indemnifying Party of such Third Party Claim; provided that the failure of the Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Article 18 except to the extent (if any) that the Indemnifying Party shall have been materially prejudiced thereby. Such Indemnifying Member or the Company, as the case may be, will have the right to control the defense and settlement of such Third Party Claim with counsel reasonably acceptable to the Indemnified Party, provided that (i) such Indemnified Party may retain counsel at its expense to assist in the defense and settlement of such Third Party Claim, and (ii) no settlement of any Third Party Claim will contain terms or provisions requiring the Indemnified Party to take any action or perform any undertaking, or prohibit or restrain the Indemnified Party from taking any action, without the written consent of the Indemnified Party. (d) Without the prior written consent of the Indemnifying Party, the Indemnified Party shall not accept any settlement or compromise of any claim, suit, action or proceeding of the nature referred to in Section 18.3.3(c) above.

Survival; Limitations; Procedures. (a) The indemnification obligations contained in Section 18.3.1 14.1 will survive any termination of this Agreement and the Operating Agreement or the dissolution and winding up of the Company. The indemnification obligations contained in Section 18.3.2 14.2 will survive any dissolution of the Company until its affairs have been fully wound up and all of its properties and assets distributed in accordance with this Agreement. (b) For The rights and remedies provided to the purposes of Members and the Company in this Agreement and except to the extent payments on account of Class A Members and the Company in the Operating Agreement are cumulative and non-exclusive and will not preclude any other right or relating remedy available to losses any Member or damages are made to a third party, “Damages” shall exclude any special, incidental, indirect, punitive, exemplary, the Company at law or consequential damages (including damages for loss of use of equipment, lost business opportunities or profits, or damage to reputation)in equity. (c) Notwithstanding any other provision hereof, neither the Company nor any Member will be liable to any other Member or its Affiliates, the Company, or any Other Indemnified Person for special, indirect, punitive or consequential damages, including but not limited to loss of profit. (d) If a Member or the Company (the “Indemnifying Party”) is obligated hereunder to indemnify any other Member, the Company, a Member’s Corporate 's Affiliate or any Other Indemnified Person or Indemnitee (in any case the “"Indemnified Party”") from any claim, suit, action or proceeding brought by any other person or entity Person (a “"Third Party Claim”"), the Indemnified Party shall give notice as promptly as is reasonably practicable to the Indemnifying Party of such Third Party Claim; provided that the failure of the Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Article 18 XIV except to the extent (if any) that the Indemnifying Party shall have been materially prejudiced thereby. Such Indemnifying Member or the Company, as the case may be, will have the right to control the defense and settlement of such Third Party Claim with counsel reasonably acceptable to the Indemnified Party, provided that (i) such Indemnified Party may retain counsel at its expense to assist in the defense and settlement of such Third Party Claim, Claim and (ii) no settlement of any Third Party Claim will contain terms or provisions requiring the Indemnified Party to take any action or perform any undertaking, or prohibit or restrain the Indemnified Party from taking any action, without <PAGE> the written consent of the Indemnified Party. (de) Without the prior written consent of the Indemnifying Party, the Indemnified Party shall not accept any settlement or compromise of any claim, suit, action or proceeding of the nature referred to in Section 18.3.3(cparagraph (d) above; provided that if such proposed settlement or compromise is rejected by the Indemnifying Party, from and after such rejection, at the request of the Indemnified Party, the Indemnifying Party shall assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding, including any and all losses in connection therewith in excess of the amount of losses which would have been payable under the proposed settlement or compromise.

Survival; Limitations; Procedures. (a) The indemnification obligations contained in Section 18.3.1 14.1 will survive any termination of this Agreement and the Operating Agreement or the dissolution and winding up of the Company. The indemnification obligations contained in Section 18.3.2 14.2 will survive any dissolution of the Company until its affairs have been fully wound up and all of its properties and assets distributed in accordance with this Agreement. (b) For The rights and remedies provided to the purposes of Members and the Company in this Agreement and except to the extent payments on account of Class A Members and the Company in the Operating Agreement are cumulative and non-exclusive and will not preclude any other right or relating remedy available to losses any Member or damages are made to a third party, “Damages” shall exclude any special, incidental, indirect, punitive, exemplary, the Company at law or consequential damages (including damages for loss of use of equipment, lost business opportunities or profits, or damage to reputation)in equity. (c) Notwithstanding any other provision hereof, neither the Company nor any Member will be liable to any other Member or its Affiliates, the Company, or any Other Indemnified Person for special, indirect, punitive or consequential damages, including but not limited to loss of profit. (d) If a Member or the Company (the “Indemnifying Party”) is obligated hereunder to indemnify any other Member, the Company, a Member’s Corporate 's Affiliate or any Other Indemnified Person or Indemnitee (in any case the “"Indemnified Party”") from any claim, suit, action or proceeding brought by any other person or entity Person (a “"Third Party Claim”"), the Indemnified Party shall give notice as promptly as is reasonably practicable to the Indemnifying Party of such Third Party Claim; provided that the failure of the Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Article 18 XIV except to the extent (if any) that the Indemnifying Party shall have been materially prejudiced thereby. Such Indemnifying Member or the Company, as the case may be, will have the right to control the defense and settlement of such Third Party Claim with counsel reasonably acceptable to the Indemnified Party, provided that (i) such Indemnified Party may retain counsel at its expense to assist in the defense and settlement of such Third Party Claim, Claim and (ii) no settlement of any Third Party Claim will contain terms or provisions requiring the Indemnified Party to take any action or perform any undertaking, or prohibit or restrain the Indemnified Party from taking any action, without the written consent of the Indemnified Party. (de) Without the prior written consent of the Indemnifying Party, the Indemnified Party shall not accept any settlement or compromise of any claim, suit, action or proceeding of the nature referred to in Section 18.3.3(cparagraph (d) above; provided that if such proposed settlement or compromise is rejected by the Indemnifying Party, from and after such rejection, at the request of the Indemnified Party, the Indemnifying Party shall assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding, including any and all losses in connection therewith in excess of the amount of losses which would have been payable under the proposed settlement or compromise.

Survival; Limitations; Procedures. (a) The indemnification obligations contained in Section 18.3.1 14.1 will survive any termination of this Agreement and the Operating Agreement or the dissolution and winding up of the Company. The indemnification obligations contained in Section 18.3.2 14.2 will survive any dissolution of the Company until its affairs have been fully wound up and all of its properties and assets distributed in accordance with this Agreement. (b) For The rights and remedies provided to the purposes of Members and the Company in this Agreement and except the Operating Agreement are cumulative and non-exclusive and will not preclude any other right or remedy available to any Member or the extent payments on account of Company at law or relating to losses or damages are made to a third party, “Damages” shall exclude any special, incidental, indirect, punitive, exemplary, or consequential damages (including damages for loss of use of equipment, lost business opportunities or profits, or damage to reputation)in equity. (c) Notwithstanding any other provision hereof, neither the Company nor any Member will be liable to any other Member or its Affiliates, the Company, or any Other Indemnified Person for special, indirect, punitive or consequential damages, including but not limited to loss of profit. (d) If a Member or the Company (the “Indemnifying Party”) is obligated hereunder to indemnify any other Member, the Company, a Member’s Corporate 's Affiliate or any Other Indemnified Person or Indemnitee (in any case the “"Indemnified Party”") from any claim, suit, action or proceeding brought by any other person or entity Person (a “"Third Party Claim”"), the Indemnified Party shall give notice as promptly as is reasonably practicable to the Indemnifying Party of such Third Party Claim; provided that the failure of the Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Article 18 XIV except to the extent (if any) that the Indemnifying Party shall have been materially prejudiced thereby. Such Indemnifying Member or the Company, as the case may be, will have the right to control the defense and settlement of such Third Party Claim with counsel reasonably acceptable to the Indemnified Party, provided that (i) such Indemnified Party may retain counsel at its expense to assist in the defense and settlement of such Third Party Claim, Claim and (ii) no settlement of any Third Party Claim will contain terms or provisions requiring the Indemnified Party to take any action or perform any undertaking, or prohibit or restrain the Indemnified Party from taking any action, without the written consent of the Indemnified Party. (d) Without the prior written consent of the Indemnifying Party, the Indemnified Party shall not accept any settlement or compromise of any claim, suit, action or proceeding of the nature referred to in Section 18.3.3(c) above.the