Common use of Indemnification and Liability Clause in Contracts

Indemnification and Liability. (a) The Company shall defend, indemnify and hold harmless the current or former Members, Managing Member, Tax Matters Partner, Directors, officers, executives (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative, or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company, if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this Agreement. (b) In the sole discretion of the Managing Member, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 4.5 may be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5. (c) Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The provisions of this Section 4.5 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority, and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of law. (f) Any repeal or modification of this Section 4.5 by the Members shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Indemnification and Liability. (a) The Company Customer-Generator shall defend, indemnify and hold harmless the current or former MembersPSE, Managing Member, Tax Matters Partner, Directorsits directors, officers, executives (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, an “Indemnitee”) to the full extent permitted by law from representatives against and against any and all losses, claims, demands, costs, damages, liabilities (joint and several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all loss, claims, demands, actions, actions or suits, or proceedingsincluding costs and attorney's fees, civilboth at trial and on appeal, criminal, administrativeresulting from, or investigative, arising out of or in which any way connected with Customer-Generator’s delivery of electric power to PSE or with the Indemnitee may be involvedfacilities at or prior to the Point of Delivery, or threatened to be involved as a party otherwise arising out of this Agreement, including without limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise, relating to, or death of, persons, or for damage to, or destruction or economic loss of property belonging to PSE, Customer-Generator or others, excepting to the performance extent such loss, claim, action or nonperformance suit may be caused by the negligence of any act concerning the activities of the CompanyPSE, if the Indemnitee’s conduct (i) was in good faithits directors, within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be inofficers, employees, agents or not contrary to, the best interests of the Company and (ii) did not constitute fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this Agreementrepresentatives. (b) In PSE shall defend, indemnify and hold harmless Customer-Generator, its directors, officers, agents, and representatives against and from any and all loss, claims, actions or suits, including costs and attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any way connected with PSE’s receipt of electric power from Customer-Generator or with the sole discretion facilities at or after the Point of the Managing MemberDelivery, expenses incurred by an Indemnitee in defending or otherwise arising out of this Agreement, including without limitation any loss, claim, demand, action, action or suit, for or proceeding subject on account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or economic loss of property belonging to this Section 4.5 PSE, Customer-Generator or others, excepting to the extent such loss, claim, action or suit may be advanced caused by the Company prior to the final disposition negligence of such claimCustomer-Generator, demandits directors, actionofficers, suitemployees, agents or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5representatives. (c) Any indemnification provided hereunder Nothing in this Agreement shall be satisfied solely out construed to create any duty to, any standard of care with reference to, or any liability to any person not a Party to this Agreement. No undertaking by one Party to the Companyother under any provision of this Agreement shall constitute a dedication of that Party’s assetssystem or any portion thereof to the other Party or to the public, nor affect the status of PSE as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisionsindependent public utility corporation or Customer-Generator as an independent individual or entity. (d) The provisions of this Section 4.5 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other PersonNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE. (e) No Indemnitee shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority, and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of law. (f) Any repeal or modification of this Section 4.5 by the Members shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Indemnification and Liability. (a) The Company shall defend, indemnify and hold harmless the current or former Members, Managing Member, Tax Matters Partner, Directors, officers, executives (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, an “Indemnitee”) to the full extent permitted 25.1 Except as required by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative, or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company, if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this Agreement. (b) In the sole discretion of the Managing Member, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 4.5 may be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5. (c) Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The provisions of this Section 4.5 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee Article 25.2 neither Party shall be liable to the Company other Party in contract, tort, warranty, strict liability or to a Member any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages. 25.2 The limitation[s] of liability set out above shall not apply in the case of the wilful default or gross negligence of either Party. 25.3 Except as specifically provided elsewhere in this Agreement, the Purchaser shall indemnify and defend the Producer, for itself and as trustee for its officers, directors and employees against, and hold the Producer, its officers, directors and employees harmless from, at all times after the date hereof, any and all losses incurred, suffered, sustained or liabilities incurred as a result required to be paid, directly or indirectly, by, or sought to be imposed upon, the Producer, its officers, directors and employees, for personal injury or death to persons or damage to property arising out of any negligent or intentional act or omission by the Purchaser in connection with this Agreement. Notwithstanding anything to the contrary contained in the preceding sentence, nothing in this Article 25.3 shall apply to any Loss in respect of and to the extent which the Producer receives proceeds from insurance policies or indemnification from another party. 25.4 The Producer shall indemnify and defend the Purchaser, for itself and as trustee for its officers, directors and employees against, and hold the Purchaser, its officers, directors and employees harmless from, at all times after the date hereof, any and all Loss, incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, the Purchaser, its officers, directors and employees, for personal injury or death to persons or damage to property arising out of any negligent or intentional act or omission by the Producer in connection with this Agreement. Notwithstanding anything to the contrary contained in the preceding sentence, nothing in this Article 25.4 shall apply to any Loss in respect of and to the extent to which the Purchaser receives proceeds from insurance policies. 25.5 Any fines or other penalties incurred by a Party for non-compliance with the applicable Kosovo Legislation, unless they result directly from an act or omission of the other Party (in which case, they shall be reimbursed by the other Party), shall not be reimbursed by the other Party but shall be the sole responsibility of the non-complying Party. 25.6 The indemnifying Party shall be entitled, at its option and expense and with counsel of its selection, to assume and control the defence of such Indemnitee if claim, action, suit or proceeding at its expense, with counsel of its selection, subject to the Indemnitee’s conduct prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of such defence. 25.7 Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defence of a claim, suit, action or proceeding in accordance with Article 25.6, the indemnified Party shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party, alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder. 25.8 Upon assumption by the indemnifying Party of the control of the defence of a claim, suit, action or proceeding, the indemnifying Party shall reimburse the indemnified Party for the reasonable costs and expenses of the indemnified Party in the defence of the claim, suit, action or proceeding prior to the indemnifying Party‟s acknowledgment of the indemnification and assumption of the defence. 25.9 Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, provided, however, that after agreeing in writing to indemnify the indemnified Party, the indemnifying Party may settle or compromise any claim without the approval of the indemnified Party. 25.10 Following acknowledgment of the indemnification and assumption of the defence by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) was the employment of counsel by such indemnified Party has been authorized in good faithwriting by the indemnifying Party, within (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defence of such action, (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defence of such action and shall have been so notified by the indemnified Party, or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defences available to it that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of such Indemnitee’s authoritythis Agreement. If Article (ii), and in a manner it reasonably believed to be in, (iii) or not contrary to, the best interests (iv) of the Company and (ii) did not constitute fraudpreceding sentence shall be applicable, gross negligence, willful misconduct, or a knowing violation of law. (f) Any repeal or modification of this Section 4.5 by then counsel for the Members indemnified Party shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including have the right to indemnification and to direct the advancement of expenses of an Indemnitee existing at the time defence of such repeal claim, action, suit or modification with proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder. 25.11 Each Party shall promptly notify the other Party of any Loss, claim, proceeding or other matter in respect of which it is or it may be entitled to any acts or omissions occurring prior to such repeal or modification.indemnification under this Article

Indemnification and Liability. (a) 5.6.1 The Company shall defend, indemnify and hold harmless the current or former Members, Managing Member, Tax Matters Partnereach of its members, Directorsmanagers, officersofficers and agents, executives (whether or not employees) each of the Members and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers managers, officers and shareholders agents and all officers and agents of the Company (individually, each an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several)liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursementsdisbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements, settlements and other amounts amounts, of any nature whatsoever, known or unknown, liquid or unliquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits, suits or proceedings, whether civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating arising out of or incident to the performance or nonperformance of any act concerning the activities business of the Company, if (a) the Indemnitee’s conduct (i) was Indemnitee acted in good faith, faith in a manner such Person believed to be within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) the Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, bad faith, gross negligence, a knowing violation of law negligence or a material breach of this Agreement. The termination of an actionNotwithstanding anything to the contrary herein, suit, or proceeding by judgment, order, settlement, or upon the foregoing indemnity shall not extend to any Liabilities arising from a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the IndemniteeMember’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this Agreementits representations, warranties, covenants or acknowledgements in Section 8.2. (b) In the sole discretion of the Managing Member, expenses 5.6.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, suit or proceeding subject to this Section 4.5 may 5.6 shall be advanced by the Company prior to the final disposition of such claim, demand, action, suit, suit or proceeding upon receipt by the Company of a satisfactory written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.55.6. (c) 5.6.3 The indemnification provided by this Section 5.6 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 5.6.4 Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the CompanyCompany Assets. No Member Member, or owner of any Member, shall be subject to personal liability by reason of these indemnification provisions. (d) The 5.6.5 No Indemnitee shall be denied indemnification in whole or in part under this Section 5.6 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 5.6.6 Except as set forth in Section 5.6.3, the provisions of this Section 4.5 5.6 are for the benefit of the Indemnitees only and shall not be deemed to create any rights for the benefit of any other Person. 5.6.7 None of the officers of the Company, the Managing Member or any Member (eexcept as provided in Section 8.2) No Indemnitee shall be liable to the Company or to a any other Member for any losses Liabilities sustained or liabilities incurred as a result of any act or omission of such Indemnitee Person if the Indemnitee’s conduct (ia) was such Person acted in good faith, faith in a manner such Person believed to be within the scope of such IndemniteePerson’s authority, authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) such Person’s conduct did not constitute fraud, gross negligencebad faith, willful misconduct, misconduct or a knowing violation material breach of lawthis Agreement. (f) Any repeal or modification 5.6.8 The Managing Member is hereby authorized on behalf of this Section 4.5 by the Members shall not adversely affect Company to cause the Company to indemnify, hold harmless and release any rights agents and/or advisors of such Indemnitee pursuant to this Section 4.5the Company, including the right to indemnification Managing Member and the Company’s Affiliates, to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification same extent provided with respect to any acts or omissions occurring prior to such repeal or modificationthe Indemnitees in this Section 5.6.

Indemnification and Liability. 12.1 To the fullest extent permitted by applicable law (aincluding, without limitation, in the case of Company, the applicable provisions of any governing federal or state tariff), each Party (the "Indemnifying Party") The Company shall defend, indemnify and hold harmless harmless, and at the current or former Membersother Party's option, Managing Memberdefend the other Party, Tax Matters Partner, Directorsits Affiliates and their respective contractors, officers, executives (whether or not employees) and their respective Affiliatesdirectors, servants, agents, officers, executives (whether or not employees), partners, employees, representatives, directorsand employees (each, members, managers and shareholders (individually, an “Indemnitee”) to "Indemnified Party" and, collectively, the full extent permitted by law "Indemnified Parties"), from and against any and all liabilities, damages, losses, claims, demands, costs, damagesexpenses (including, liabilities (joint without limitation, any and several), expenses of any nature (including all reasonable attorneys’ ' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actionscauses of action, suits, liens, claims, damages, penalties, obligations, demands or proceedingsjudgments of any nature, civilincluding, criminalwithout limitation, administrativefor death, personal injury and property damage, economic damage, and claims brought by third parties for personal injury and/or property damage (collectively, "Damages"), incurred by any Indemnified Party to the extent caused by the negligence, unlawful act or omission, or investigativeintentional misconduct of the Indemnifying Party, its Affiliates or their respective contractors, officers, directors, servants, agents, representatives, and employees, arising out of or in which connection with any Work performed pursuant to this Agreement, except to the Indemnitee may be involvedextent such Damages are caused by the negligence, unlawful act or omission, or threatened intentional misconduct of the Indemnified Party, its Affiliates or their respective contractors, officers, directors, servants, agents, representatives, or employees. 12.2 Developer shall protect, indemnify and hold harmless Company and its Affiliates from and against the cost consequences of any tax liability imposed against or on Company and/or its Affiliates (including, without limitation, the costs consequences of any tax liabilities resulting from a change in applicable law or from an audit determination by the IRS) as the result of payments, and/or real or personal property transfers, made in connection with this Agreement, as well as any related interest and penalties, other than interest and penalties attributable to be involved as a party any delay directly caused by Company or the applicable Company Affiliate. (a) The Company's total cumulative liability for all claims of any kind, whether based upon contract, tort (including negligence and strict liability), or otherwise, relating to the performance or nonperformance of for any act concerning the activities of the Companyloss, if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be ininjury, or not contrary todamage connected with, the best interests of or resulting from, this Agreement or the Company and (ii) did not constitute fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalentWork, shall not, in and not exceed the aggregate amount of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of all payments made to Company by Developer as Company Reimbursable Costs under this Agreement. (b) In the sole discretion of the Managing MemberThe limitation contained in Section 12.3(a) shall not apply to damages for personal injury (including, expenses incurred by an Indemnitee in defending any claimwithout limitation, demand, action, suit, or proceeding subject to this Section 4.5 may be advanced by the Company prior death) to the final disposition of extent such claim, demand, action, suit, or proceeding upon receipt damages are covered by proceeds from the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5Company's third party insurance policies. (c) Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The provisions of this Section 4.5 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee 12.4 Neither Party shall be liable to the Company other Party or to a Member any Indemnified Party for any losses sustained consequential, indirect, special, incidental, multiple, or liabilities incurred punitive damages in connection with or related to this Agreement, including, without limitation, damage claims based on causes of action for breach of contract, tort (including negligence), or any other theory of recovery, whether or not (i) such damages were reasonably foreseeable or (ii) the Parties were advised or aware that such damages might be incurred. Anything in this Agreement to the contrary notwithstanding, if any Party's or Indemnified Party's liability in connection with this Agreement is limited or capped pursuant to any applicable law, statute, rule or regulation, then the other Party hereto shall be entitled to elect an identical liability limitation and/or cap as if such law, statute, rule or regulation were applicable to such Party. 12.5 Neither Party shall be liable to the other Party or to any Indemnified Party for claims or damages for lost profits, delays, loss of use or business interruption, whether such claims are categorized as direct or consequential damages, or whatever the theory of recovery, and whether or not (i) such damages were reasonably foreseeable or (ii) the Parties were advised or aware that such damages might be incurred. 12.6 Anything in this Agreement to the contrary notwithstanding, neither Party shall be responsible for any failure or inability to perform hereunder to the extent such failure or inability is caused by the acts or omissions of the other Party (including any contractor of such Party or any person or entity for whom such Party is legally responsible) or any third party. For the avoidance of doubt: Company shall have no responsibility or liability under this Agreement for any delay in performance or nonperformance to the extent such delay in performance or nonperformance is caused by or as a result of (a) the inability or failure of Developer or its contractors to cooperate or to perform any act tasks or omission of such Indemnitee if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority, and in a manner it reasonably believed responsibilities contemplated to be inperformed or undertaken by Developer under this Agreement (including, without limitation, the Developer Work), (b) any unforeseen conditions or occurrences beyond the reasonable control of Company (including, without limitation, conditions of or at the Site, delays in shipments of materials and equipment and the unavailability of materials), (c) the inability or failure of Developer and Company to reach agreement on any matter requiring their mutual agreement under the terms of this Agreement, or not contrary to, (d) any valid order or ruling by any governmental agency or authority having jurisdiction over the best interests subject matter of the Company and (ii) did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of lawthis Agreement. (f) Any repeal or modification 12.7 Notwithstanding any other provision of this Section 4.5 by Agreement, this Article shall survive the Members shall not adversely affect any rights termination, cancellation or expiration of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modificationAgreement.

Indemnification and Liability. (a) In carrying out his, her or its duties hereunder, neither the Members, Officers, nor, if applicable, their respective agents, officers, directors, managers, employees and affiliates (each a “Covered Person") shall be liable to the Company or to any Member for its good faith actions, or failure to act, or for any errors of judgment, or for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement; provided that any act or omission to act was not due to such Covered Person's gross negligence or willful misconduct in the performance of its obligations under this Agreement. Actions or omissions taken in reliance upon the advice of legal counsel as being within the scope of authority conferred by this Agreement shall be conclusive evidence of such good faith; however, good faith may be determined without obtaining such advice. (b) The Company shall defend, indemnify and hold harmless the current or former Members, Managing Member, Tax Matters Partner, Directors, officers, executives (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, an “Indemnitee”) to the full extent permitted by law each Covered Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several)liabilities, expenses of any nature (including attorneys’ legal fees and disbursementsexpenses), judgments, fines, settlements, settlements and other amounts arising from any and all claims, demands, actions, suits, suits or proceedings, civil, criminal, administrativeadministrative or investigative (collectively, or investigative“Losses"), in which the Indemnitee Covered Person may be involved, or threatened to be involved involved, as a party or otherwise, relating otherwise by reason of its status as a Covered Person which relates to the performance or nonperformance of any act concerning the activities arises out of the Company, its property, business or affairs, regardless of whether the indemnified person continues to be a Covered Person at the time any such liability or expense is paid or incurred if the Indemnitee’s conduct (i) Covered Person was in good faith, acting at the request of and on behalf of the Company within the scope of such Indemnitee’s authority conferred hereunder, so long as (i) the Covered Person acted in good faith and in a manner it reasonably believed to be in, in or not contrary to, opposed to the best interests of the Company and Company, (ii) the Covered Person's conduct did not constitute fraud, gross negligence or willful misconduct, bad faithas determined by a final, gross negligencenon-appealable order of a court of competent jurisdiction, a knowing violation and (iii) in connection with any criminal action or proceeding, the Covered Person had no reasonable cause to believe its conduct was unlawful. In no event shall any Member be required to make an additional capital contribution to carry out this indemnification provision, further, that indemnification under this ARTICLE IX shall be recoverable only from the assets (to the extent available) of law or a material breach the Company and not from any assets of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this AgreementMembers. (bc) In Reasonable expenses expected to be incurred by any Covered Person, (if, such Person has received the sole discretion approval of the Managing Member, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 4.5 Member Majority for indemnification) may be advanced paid or reimbursed by the Company prior to in advance of the final fmal disposition of such claimany and all claims, demanddemands, actionactions, suitsuits or proceedings (civil, criminal, administrative or proceeding investigative) made or threatened against a Covered Person upon receipt by the Company of (x) a written commitment affirmation by the Covered Person of the Covered Person's good faith belief that the standard of conduct necessary for indemnification by the Company as authorized in this Section 9.01(a) through (c) has been met, and (y) a written undertaking by or on behalf of the Indemnitee Covered Person to repay such the amount advanced if it shall ultimately be determined that such Indemnitee is the standard of conduct has not entitled to be indemnified as authorized in this Section 4.5been met. (c) Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The provisions of this Section 4.5 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority, and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of law. (f) Any repeal or modification of this Section 4.5 by the Members shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Indemnification and Liability. (a) 6.6.1 The Company shall defend, indemnify and hold harmless the current or former Members, Managing Member, Tax Matters Partner, Directors, officers, executives each of the Members and all officers and agents of the Company (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, each an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several)liabilities, expenses of any nature (including attorneys’ fees and disbursementsdisbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements, settlements and other amounts amounts, of any nature whatsoever, known or unknown, liquid or illiquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits, suits or proceedings, whether civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating arising out of or incident to the performance or nonperformance of any act concerning the activities business of the Company, if (a) the Indemnitee’s conduct (i) was Indemnitee acted in good faith, faith in a manner such Person believed to be within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) the Indemnitee’s conduct did not constitute fraud, bad faith or willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere contendre or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, Indemnitee acted in a knowing violation of law, a material breach of this Agreement. manner contrary to that specified in clauses (a) or (b) In above. For purposes of this Section 6.6, reasonable reliance upon the sole discretion advice of legal counsel shall raise a rebuttable presumption of “good faith.” Notwithstanding anything to the Managing contrary herein, the foregoing indemnity shall not extend to any Liabilities arising from a Member’s breach of its representations, expenses warranties, covenants or acknowledgements in Section 9.2 hereof. 6.6.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, suit or proceeding subject to this Section 4.5 may 6.6 shall be advanced by the Company prior to the final disposition of such claim, demand, action, suit, suit or proceeding upon receipt by the Company of a satisfactory written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.56.6. (c) 6.6.3 The indemnification provided by this Section 6.6 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 6.6.4 Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the CompanyCompany Assets. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The 6.6.5 No Indemnitee shall be denied indemnification in whole or in part under this Section 6.6 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.6.6 Except as set forth in Section 6.6.3 hereof, the provisions of this Section 4.5 6.6 are for the benefit of the Indemnitees only and shall not be deemed to create any rights for the benefit of any other Person. 6.6.7 None of the Officers of the Company, the Managing Member or any Member (eexcept as provided in Section 9.2.4(b) No Indemnitee hereof) shall be liable to the Company or to a any other Member for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee Person if the Indemnitee’s conduct (i) was such Person acted in good faith, faith in a manner such Person believed to be within the scope of such IndemniteePerson’s authority, authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (ii) such Person’s conduct did not constitute fraud, gross negligencebad faith, willful misconductmisconduct or a material breach of this Agreement. 6.6.8 The Managing Member is hereby authorized on behalf of the Company to cause the Company to indemnify, hold harmless and release any agents and/or advisors of the Company, the Managing Member and the Company’s Affiliates, to the same extent provided with respect to the Indemnitees in this Section 6.6. 6.6.9 To the extent that, at law or in equity, the Members have duties (including fiduciary duties) and liabilities relating thereto to the Company, any Member or other Person bound by the terms of this Agreement, such Members acting in good faith in accordance with this Agreement shall not be liable to the Company, any other Member, or any such other Person for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a knowing violation of Member otherwise existing at law or in equity, are agreed by all parties hereto to modify to that extent such other duties and liabilities to the greatest extent permitted under applicable law. (f) Any repeal 6.6.10 Each Member shall have a duty to act in good faith. Subject to the foregoing sentence, but notwithstanding anything else in this Agreement to the contrary or modification of this Section 4.5 by otherwise applicable law, whenever a Member or the Members are required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing: (a) “in its discretion,” under a similar grant of authority or latitude, or without an express standard of behavior (including, without limitation, standards such as “reasonable”), then each Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall, to the fullest extent permitted by law, have no duty or obligation to consider any other interests or factors whatsoever (other than the duty to act in good faith), or (b) with an express standard of behavior (including, without limitation, standards such as “reasonable”), then each Member shall comply with such express standard but shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect be subject to any acts other, different or omissions occurring prior to such repeal or modificationadditional standard (other than the standard of good faith).

Indemnification and Liability. (a) 6.9.1 The Company shall defend, indemnify and hold harmless all officers and agents of the current or former MembersCompany, Managing Member, the Tax Matters Partner, Directorsthe Partnership Representative and each of the Directors and Members, officersincluding the Member Representative, executives (whether or not employees) and their respective Affiliates, agents, officers, executives Related Persons (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, each an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several)liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursementsdisbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements, settlements and other amounts amounts, of any nature whatsoever, known or unknown, liquid or unliquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits, suits or proceedings, whether civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating arising out of or incident to the performance or nonperformance of any act concerning the activities of the CompanyBusiness, if (a) the Indemnitee’s conduct (i) was Indemnitee acted in good faith, faith in a manner such Person believed to be within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) the Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, bad faith, gross negligence, a knowing violation of law negligence or a material breach of this Agreement. The termination Notwithstanding Doc#: US1:15482657v3 anything to the contrary herein, the foregoing indemnity shall not extend to any Liabilities of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the IndemniteeMember arising from such Member’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of any of its representations, warranties, covenants, agreements or acknowledgements in this AgreementAgreement or any of the other Transaction Documents. (b) In the sole discretion of the Managing Member, expenses 6.9.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, suit or proceeding subject to this Section 4.5 may 6.9 shall be advanced by the Company prior to the final disposition of such claim, demand, action, suit, suit or proceeding upon receipt by the Company of a satisfactory written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.56.9. 6.9.3 The indemnification provided by this Section 6.9 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The Company hereby acknowledges that certain Indemnitees (the “Specified Indemnitees”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). The Company hereby agrees and acknowledges that (a) it is the indemnitor of first resort with respect to the Specified Indemnitees, (b) it shall be required to advance the full amount of expenses incurred by the Specified Indemnitees, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Indemnitees), without regard to any rights the Specified Indemnitees may have against the Member Indemnitors and (c) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Member Indemnitors on behalf of the Company with respect to any claim for which the Specified Indemnitees have sought indemnification from the Company shall affect the foregoing and the Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Indemnitees against the Company. 6.9.4 Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the CompanyCompany Assets. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The 6.9.5 No Indemnitee shall be denied indemnification in whole or in part under this Section 6.9 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.9.6 Except as set forth in Section 6.9.3, the provisions of this Section 4.5 6.9 are for the benefit of the Indemnitees only and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee 6.9.7 None of the Tax Matters Partner, the Partnership Representative nor the officers of the Company, of the Board or of any Member shall be liable to Doc#: US1:15482657v3 the Company or to a any other Member for any losses Liabilities sustained or liabilities incurred as a result of any act or omission of such Indemnitee Person if the Indemnitee’s conduct (ia) was such Person acted in good faith, faith in a manner such Person believed to be within the scope of such IndemniteePerson’s authority, authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) such Person’s conduct did not constitute fraud, gross negligencebad faith, willful misconduct, misconduct or a knowing violation material breach of lawthis Agreement or any of the other Transaction Documents. (f) Any repeal or modification 6.9.8 The Board is hereby authorized on behalf of this Section 4.5 by the Members shall not adversely affect Company to cause the Company to indemnify, hold harmless and release any rights agents and/or advisors of such Indemnitee pursuant to this Section 4.5the Company, including the right to indemnification Board and the Company’s Affiliates, to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification same extent provided with respect to any acts or omissions occurring prior to such repeal or modificationthe Indemnitees in this Section 6.9.

Indemnification and Liability. (a) The Company shall defend, indemnify and hold harmless the current or former Members, Managing Member, Tax Matters Partner, Directors, officers, executives each of the Members and all officers and agents of the Company (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, each an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several)liabilities, expenses of any nature (including attorneys’ fees and disbursementsdisbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements, settlements and other amounts amounts, of any nature whatsoever, known or unknown, liquid or illiquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits, suits or proceedings, whether civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating arising out of or incident to the performance or nonperformance of any act concerning the activities business of the Company, if (a) the Indemnitee’s conduct (i) was Indemnitee acted in good faith, faith in a manner such Person believed to be within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) the Indemnitee’s conduct did not constitute fraud, bad faith or willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere contendre or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, Indemnitee acted in a knowing violation of law, a material breach of this Agreement. manner contrary to that specified in clauses (a) or (b) In the sole discretion of the Managing Member, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 4.5 may be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5. (c) Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the Companyabove. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The provisions For purposes of this Section 4.5 are for 6.6, reasonable reliance upon the benefit advice of legal counsel shall raise a rebuttable presumption of “good faith.” Notwithstanding anything to the Indemnitees and contrary herein, the foregoing indemnity shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority, and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of law. (f) Any repeal or modification of this Section 4.5 by the Members shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect extend to any acts Liabilities arising from a Member’s breach of its representations, warranties, covenants or omissions occurring prior to such repeal or modificationacknowledgements in Section 9.2 hereof.

Indemnification and Liability. (a) 6.5.1 The Company Partnership shall defend, indemnify and hold harmless each of the current or former Members, Managing Member, Tax Matters Partner, Directors, officers, executives Partners (whether or not employees) and their respective Affiliates, agents, ) and all officers, executives agents and personnel of the Partnership and/or of the General Partner (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, each an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several)liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursementsdisbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements, settlements and other amounts amounts, of any nature whatsoever, known or unknown, liquid or unliquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits, suits or proceedings, whether civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating arising out of or incident to the performance or nonperformance of any act concerning the activities business of the CompanyPartnership, if the Indemnitee’s conduct (i) was the Indemnitee acted in good faith, faith in a manner such Person believed to be within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Partnership, and (ii) the Indemnitee’s conduct did not constitute fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law willful misconduct or a material breach of this Agreement. The termination of an actionNotwithstanding anything to the contrary herein, suit, or proceeding by judgment, order, settlement, or upon the foregoing indemnity shall not extend to any Liabilities arising from a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the IndemniteePartner’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this Agreementits representations, warranties, covenants or acknowledgements in Section 9.2. (b) In the sole discretion of the Managing Member, expenses 6.5.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, suit or proceeding subject to this Section 4.5 may 6.5 shall be advanced by the Company Partnership prior to the final disposition of such claim, demand, action, suit, suit or proceeding upon receipt by the Company Partnership of a satisfactory written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.56.5. (c) 6.5.3 The indemnification provided by Section 6.5 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 6.5.4 Any indemnification provided hereunder obligations of the Partnership arising under Section 6.5 shall be satisfied solely out of the Company’s assets, Partnership Assets as an expense of the Companya Partnership expense. No Member Limited Partner shall be subject to personal or unlimited liability by reason of these indemnification provisions. (d) The 6.5.5 No Indemnitee shall be denied indemnification in whole or in part under Section 6.5 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.5.6 Except as set forth in Section 6.5.3, the provisions of this Section 4.5 6.5 are for the benefit of the Indemnitees only and shall not be deemed to create any rights for the benefit of any other Person. 6.5.7 None of the officers of the Partnership or any Partner (eexcept as provided in Section 9.2.2(b)) No Indemnitee shall be liable to the Company Partnership or to a Member any other Partner for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee Person if the Indemnitee’s conduct (i) was such Person acted in good faith, faith in a manner such Person believed to be within the scope of such IndemniteePerson’s authority, authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Partnership, and (ii) such Person’s conduct did not constitute fraud, bad faith, gross negligence, willful misconduct, misconduct or a knowing violation breach of lawthis Agreement. (f) Any repeal or modification 6.5.8 The General Partner is hereby authorized on behalf of this Section 4.5 by the Members shall not adversely affect Partnership to cause the Partnership to indemnify, hold harmless and release any rights agents and/or advisors of such Indemnitee pursuant to this Section 4.5the Partnership, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification same extent provided with respect to the Indemnitees in Section 6.5. 6.5.9 If the Partnership or any acts General Partner breaches any provision of this Agreement, any Limited Partner that is not an Affiliate of the General Partner shall have recourse for damages against the assets of the Partnership. Such right to recover against the Partnership shall not in any way limit any other rights of the Limited Partners at law or omissions occurring prior to such repeal in equity against any General Partner or modificationotherwise.

Indemnification and Liability. (a) The Company County and SBBC are public entities subject to Section 768.28, Florida Statutes. Each Party agrees to be fully responsible for its own negligence, its own acts or omissions, and its own employees’ negligence and acts or omissions when such employees are acting within the course and scope of their employment, and agrees to be liable for any damages resulting from said negligence, acts, and/or omissions. b) Each Party (the “Indemnifying Party”) shall defendindemnify, indemnify hold harmless, and hold harmless defend the current or former Membersother Party and all of the other Party’s current, Managing Memberpast, Tax Matters Partner, Directors, and future officers, executives (whether or not employees) and their respective Affiliates, agents, officersservants, executives and employees (whether or not employees)collectively, partners, employees, representatives, directors, members, managers and shareholders (individually, an “IndemniteeIndemnified Party”) to the full extent permitted by law from and against any and all lossescauses of action, demands, claims, demandslosses, costsliabilities, damages, liabilities (joint and several), expenses expenditures of any nature (kind, including attorneys’ fees and disbursements)fees, judgments, fines, settlementscourt costs, and other amounts arising from expenses, including through the conclusion of any appellate proceedings, raised or asserted by any person or entity not a party to this Agreement, and all claimscaused or alleged to be caused, demandsin whole or in part, actionsby any intentional, suitsreckless, or proceedings, civil, criminal, administrative, or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company, if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this Agreement. (b) In the sole discretion of the Managing Member, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 4.5 may be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5. (c) Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The provisions of this Section 4.5 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any negligent act or omission of the Indemnifying Party, its officers, employees, agents, or servants, arising from, relating to, or in connection with this Agreement (collectively, a “Claim”). c) If any Claim is brought against an Indemnified Party, the Indemnified Party must provide prompt written notice to the Indemnifying Party and not take any action to prejudice the defense of the Claim. Unless otherwise agreed by the Parties, the Indemnifying Party shall have the right to control the defense (including, but not limited to case strategy) of the Claim, including, without limitation, settlement of the Claim. Any outside counsel retained by the Indemnifying Party to defend the Indemnified Party against the Claim shall require advance approval by the SBBC’s General Counsel or the County Attorney, as applicable, of the Indemnified Party, which approval shall not be unreasonably withheld. d) Each Party retains, and may assert to the full extent applicable in connection with the assertion, litigation, or defense of any Claim, all rights, defenses, and immunities provided by Section 252.51, Florida Statutes. Notwithstanding the provisions of Section 252.51, the Parties shall fully comply with the indemnification obligations as stated in this Section 2.23, which shall remain binding on the Parties in the event of a Claim to which Section 252.51 is or is alleged to be applicable. The Parties agree and stipulate that the provisions of Section 252.51, Florida Statutes, do not alleviate or nullify this contractual agreement to indemnify as stated in this Section 2.23. e) The obligations of this section shall survive the expiration or earlier termination of this Agreement and shall be fully binding upon the Parties until such Indemnitee if time as the Indemnitee’s conduct later of (i) was in good faith, within the scope any proceeding brought on account of such Indemnitee’s authority, and in a manner it reasonably believed to be inthis Agreement is barred by any applicable statute of limitations, or not contrary to, the best interests of the Company and (ii) did not constitute fraud, gross negligence, willful misconduct, or a knowing violation of law. (f) Any repeal or modification of this Section 4.5 by the Members shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5applicable Claim is finally resolved, including through the right to indemnification and to the advancement conclusion of expenses of an Indemnitee existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modificationappellate proceedings.

Indemnification and Liability. (a) 6.6.1 The Company shall defend, indemnify and hold harmless each member of the current or former Members, Managing Member, Tax Matters Partner, Directors, Board and all officers, executives (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers agents and shareholders Affiliates of the Company (individually, an “"Indemnitee”") to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (liabilities, joint and several), expenses of any nature (including reasonable attorneys’ ' fees and disbursements), judgments, fines, settlements, settlements and other amounts arising from any and all claims, demands, actions, suits, suits or proceedings, civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company, if (a) the Indemnitee’s conduct (i) was Indemnitee acted in good faith, within the scope of such Indemnitee’s authority faith and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and Company, (iib) the Indemnitee's conduct did not constitute fraud, gross negligence or willful misconduct, bad faith, gross negligence, misconduct and (c) the Indemnitee's conduct is not based upon or attributable to the receipt by the Indemnitee of a knowing violation of law or a material breach of this Agreementpersonal benefit to which the Indemnitee is not entitled. The termination of an action, suit, suit or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, Indemnitee acted in a knowing violation of law, a material breach of this Agreement. manner contrary to that specified in clauses (a) or (b) In the sole discretion of the Managing Member, expenses above. 6.6.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, suit or proceeding subject to this Section 4.5 may Paragraph 6.6 shall be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5Paragraph 6.6. (c) 6.6.3 Any indemnification provided hereunder shall be satisfied solely out of the assets of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) 6.6.4 The provisions of this Section 4.5 Paragraph 6.6 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee 6.6.5 Neither the Board nor the officers of the Company shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of the Board or any such Indemnitee officer if (a) the Indemnitee’s conduct (i) act or failure to act of the Board or such officer was in good faith, within the scope of such Indemnitee’s authority, faith and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and Company, (iib) the conduct of the Board or such officer did not constitute fraudgross negligence or willful misconduct and (c) the Indemnitee's conduct is not based upon or attributable to the receipt by the Indemnitee of a personal benefit to which the Indemnitee is not entitled. 6.6.6 To the extent that any Director or any officer of the Company (each, gross negligencea "Responsible Party") has, willful misconductat law or in equity, duties (including, without limitation, fiduciary duties) to the Company or any Member or other Person bound by the terms of this Agreement, such Responsible Parties shall not be liable to the Company, any Member, or any such other Person for its good faith reliance on the provisions of this Agreement so long as such Responsible Parties act in accordance with this Agreement and exercise such standard of care applicable to a knowing violation director or any officer, as applicable, of a corporation incorporated in the State of Delaware. The provisions of this Agreement, to the extent, if any, that they restrict the duties of a Responsible Party otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. 6.6.7 Whenever a Responsible Party is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing (fa) Any repeal in its discretion, (b) under a similar grant of authority or modification latitude or (c) without an express standard of this Section 4.5 by the Members behavior (including, without limitation, standards such as "reasonable" or "good faith"), then such Responsible Party shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and be subject to the advancement standard of expenses care applicable to a director or any officer, as applicable, of an Indemnitee existing at a corporation incorporated in the time State of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modificationDelaware.

Indemnification and Liability. (a) The In consideration of the execution and delivery of this Agreement by ▇▇▇▇▇▇▇▇ and Bain and the provision of the Equity Investments by ▇▇▇▇▇▇▇▇ and Bain, the Company shall defendhereby agrees to indemnify, indemnify exonerate and hold harmless the current or former Memberseach of ▇▇▇▇▇▇▇▇ and Bain, Managing Memberand each of their respective partners, Tax Matters Partnershareholders, Directorsaffiliates, directors, officers, executives (whether or not employees) fiduciaries, employees and their respective Affiliatesagents and each of the partners, agentsshareholders, affiliates, directors, officers, executives fiduciaries, employees and agents of each of the foregoing (whether or not employees)collectively, partners, employees, representatives, directors, members, managers the "INDEMNITEES") free and shareholders (individually, an “Indemnitee”) to the full extent permitted by law harmless from and against any and all lossesactions, claims, demands, costs, damages, liabilities (joint and several), expenses causes of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actionsaction, suits, losses, liabilities an damages, and expenses in connection therewith, including without limitation attorneys' fees and disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnitees or proceedings, civil, criminal, administrativeany of them as a result of, or investigative, in which the Indemnitee may be involvedarising out of, or threatened to be involved as a party or otherwise, relating to the performance Equity Investments, the execution, delivery, performance, enforcement or nonperformance existence of any act concerning this Agreement, the activities Purchase Agreement or the Stockholders Agreement dated as of September 30, 1999 by and among the Company, ▇▇▇▇▇▇▇▇, Bain and certain other stockholders of the Company, if or the Indemnitee’s conduct (i) was in good faithtransactions contemplated hereby or thereby, within the scope except for any such Indemnified Liabilities arising on account of such Indemnitee’s authority and in a manner it reasonably believed to be in, 's gross negligence or not contrary to, the best interests of the Company and (ii) did not constitute fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of this Agreement. (b) In the sole discretion of the Managing Member, expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 4.5 may be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5. (c) Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The provisions of this Section 4.5 are for the benefit None of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee shall be liable to the Company or to a Member any of its affiliates for any losses sustained or liabilities incurred as a result of any act or omission of suffered or taken by such Indemnitee if the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority, and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and (ii) did that does not constitute fraud, gross negligence, willful misconduct, or a knowing violation of law. (f) Any repeal or modification of this Section 4.5 by the Members shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Indemnification and Liability. (a) 6.6.1 The Company shall defend, indemnify and hold harmless each member of the current or former Members, Managing Member, Tax Matters Partner, Directors, Board and all officers, executives (whether or not employees) and their respective Affiliates, agents, officers, executives (whether or not employees), partners, employees, representatives, directors, members, managers agents and shareholders Affiliates of the Company (individually, an “"Indemnitee”") to the full extent permitted by law from and ---------- against any and all losses, claims, demands, costs, damages, liabilities (liabilities, joint and several), expenses of any nature (including reasonable attorneys’ ' fees and disbursements), judgments, fines, settlements, settlements and other amounts arising from any and all claims, demands, actions, suits, suits or proceedings, civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company, if (a) the Indemnitee’s conduct (i) was Indemnitee acted in good faith, within the scope of such Indemnitee’s authority faith and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and Company, (iib) the Indemnitee's conduct did not constitute fraud, gross negligence or willful misconduct, bad faith, gross negligence, misconduct and (c) the Indemnitee's conduct is not based upon or attributable to the receipt by the Indemnitee of a knowing violation of law or a material breach of this Agreementpersonal benefit to which the Indemnitee is not entitled. The termination of an action, suit, suit or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, Indemnitee acted in a knowing violation of law, a material breach of this Agreement. manner contrary to that specified in clauses (a) or (b) In the sole discretion of the Managing Member, expenses above. 6.6.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, suit or proceeding subject to this Section 4.5 may Paragraph 6.6 shall be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.5Paragraph 6.6. (c) 6.6.3 Any indemnification provided hereunder shall be satisfied solely out of the assets of the Company’s assets, as an expense of the Company. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) 6.6.4 The provisions of this Section 4.5 Paragraph 6.6 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee 6.6.5 Neither the Board nor the officers of the Company shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of the Board or any such Indemnitee officer if (a) the Indemnitee’s conduct (i) act or failure to act of the Board or such officer was in good faith, within the scope of such Indemnitee’s authority, faith and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company and Company, (iib) the conduct of the Board or such officer did not constitute fraudgross negligence or willful misconduct and (c) the Indemnitee's conduct is not based upon or attributable to the receipt by the Indemnitee of a personal benefit to which the Indemnitee is not entitled. 6.6.6 To the extent that any Director or any officer of the Company (each, gross negligencea "Responsible Party") has, willful misconductat law or in equity, duties (including, ----------------- without limitation, fiduciary duties) to the Company or any Member or other Person bound by the terms of this Agreement, such Responsible Parties shall not be liable to the Company, any Member, or any such other Person for its good faith reliance on the provisions of this Agreement so long as such Responsible Parties act in accordance with this Agreement and exercise such standard of care applicable to a knowing violation director or any officer, as applicable, of a corporation incorporated in the State of Delaware. The provisions of this Agreement, to the extent, if any, that they restrict the duties of a Responsible Party otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. 6.6.7 Whenever a Responsible Party is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing (fa) Any repeal in its discretion, (b) under a similar grant of authority or modification latitude or (c) without an express standard of this Section 4.5 by the Members behavior (including, without limitation, standards such as "reasonable" or "good faith"), then such Responsible Party shall not adversely affect any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and be subject to the advancement standard of expenses care applicable to a director or any officer, as applicable, of an Indemnitee existing at a corporation incorporated in the time State of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modificationDelaware.

Indemnification and Liability. (a) 6.6.1. The Company shall defend, indemnify and hold harmless the each current or and former Members, Managing Member, Tax Matters PartnerManager, Directors, and Officer of the Company and any officers, executives (whether or not employees) and their respective Affiliatesmembers, agentsdirectors, officers, executives (whether or not employees), partnersshareholders, employees, representatives, directors, members, managers and shareholders partners or agents of any of the foregoing (individuallyeach, an “Indemnitee”) to the full fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (liabilities, joint and several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, settlements and other amounts of any nature whatsoever, known or unknown, liquid or illiquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits, suits or proceedings, whether civil, criminal, administrativeadministrative or investigative (collectively, or investigative“Actions”), in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company, if the Indemnitee’s conduct (a) either (i) was the Indemnitee determined in good faith, within the scope faith that its course of such Indemnitee’s authority and in a manner it reasonably believed to be conduct was in, or not contrary opposed to, the best interests of the Company and or (ii) in the case of inaction, the Indemnitee did not intend its inaction to be harmful or opposed to the best interests of the Company, and (b) the Indemnitee’s conduct did not constitute fraud, gross negligence or willful misconduct, bad faith, gross negligence, a knowing violation of law or a material breach of this Agreement. The termination of an action, suit, suit or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, Indemnitee acted in a knowing violation of law, a material breach of this Agreement. manner contrary to that specified in clauses (a) or (b) In the sole discretion of the Managing Member, expenses above. 6.6.2. Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding Action subject to this Section 4.5 may 6.6 shall, with the approval of the Management Committee in its discretion, be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding Action upon receipt by the Company of a written commitment (satisfactory to the Management Committee) by or on behalf of the Indemnitee to repay such amount if it shall be finally determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.56.6. (c) 6.6.3. Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, assets of the Company as an expense of the Company. No Company and no Member shall be subject to personal liability by reason of these indemnification provisions. Notwithstanding anything to the contrary contained in this Agreement, no Member shall be required to make any Capital Contribution to the Company in respect of the Company’s indemnification obligations. (d) 6.6.4. The provisions of this Section 4.5 are for the benefit of the Indemnitees only and shall not be deemed to create any rights for the benefit of any other Person. In no event shall any Indemnitee be entitled to double recovery for any liability indemnified by the Company pursuant to this Section 6.6. (e) 6.6.5. The indemnification provided by this Section 6.6 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 6.6.6. No Indemnitee shall be liable denied indemnification in whole or in part under this Section 6.4 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.6.7. The Management Committee, on behalf of the Company, may cause the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee if purchase and maintain insurance, at the Indemnitee’s conduct (i) was in good faith, within the scope of such Indemnitee’s authority, and in a manner it reasonably believed to be in, or not contrary to, the best interests expense of the Company and (ii) did to the extent available, for the protection of Indemnitees against any liability incurred by such Persons in any such capacity or arising out of any such Person’s status as such, whether or not constitute fraud, gross negligence, willful misconduct, or a knowing violation of lawthe Company has the power to indemnify such Persons against such liability. (f) Any repeal or modification 6.6.8. If any Indemnitee believes that it has a claim for indemnification under this Section 6.6, such Indemnitee shall so notify the Company promptly in writing describing such claim, the amount thereof, if known, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such claim shall have arisen. 6.6.9. Notwithstanding anything to the contrary in this Section 4.5 6.6, unless otherwise determined by the Members shall Management Committee in its discretion or as would otherwise apply if the Company were a Wyoming corporation, this Section 6.6 does not adversely affect apply to any action, suit or proceeding by the Company against any Member, Manager or Officer, including any action, suit or proceeding to enforce any rights of such Indemnitee pursuant to this Section 4.5, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal under any employment or modification with respect to any acts or omissions occurring prior to such repeal or modificationsimilar agreement.

Indemnification and Liability. (a) 6.9.1 The Company shall defend, indemnify and hold harmless all officers and agents of the current or former Company and each of the Directors and Members, Managing Memberincluding the Member Representative, Tax Matters Partner, Directors, officers, executives (whether or not employees) and their respective Affiliates, agents, officers, executives Related Persons (whether or not employees), partners, employees, representatives, directors, members, managers and shareholders (individually, each an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several)liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursementsdisbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements, settlements and other amounts amounts, of any nature whatsoever, known or unknown, liquid or unliquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits, suits or proceedings, whether civil, criminal, administrative, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating arising out of or incident to the performance or nonperformance of any act concerning the activities of the CompanyBusiness, if (a) the Indemnitee’s conduct (i) was Indemnitee acted in good faith, faith in a manner such Person believed to be within the scope of such Indemnitee’s authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) the Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, bad faith, gross negligence, a knowing violation of law negligence or a material breach of this Agreement. The termination Notwithstanding anything to the contrary herein, the foregoing indemnity shall not extend to any Liabilities of an action, suit, or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the IndemniteeMember arising from such Member’s conduct constitutes fraud, willful misconduct, bad faith, gross negligence, a knowing violation of law, a material breach of any of its representations, warranties, covenants, agreements or acknowledgements in this AgreementAgreement or any of the other Transaction Documents. (b) In the sole discretion of the Managing Member, expenses 6.9.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, suit or proceeding subject to this Section 4.5 may 6.9 shall be advanced by the Company prior to the final disposition of such claim, demand, action, suit, suit or proceeding upon receipt by the Company of a satisfactory written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 4.56.9. 6.9.3 The indemnification provided by this Section 6.9 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The Company hereby acknowledges that certain Indemnitees (the “Specified Indemnitees”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). The Company hereby agrees and acknowledges that (a) it is the indemnitor of first resort with respect to the Specified Indemnitees, (b) it shall be required to advance the full amount of expenses incurred by the Specified Indemnitees, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Indemnitees), without regard to any rights the Specified Indemnitees may have against the Member Indemnitors and (c) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Member Indemnitors on behalf of the Company with respect to any claim for which the Specified Indemnitees have sought indemnification from the Company shall affect the foregoing and the Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Indemnitees against the Company. 6.9.4 Any indemnification provided hereunder shall be satisfied solely out of the Company’s assets, as an expense of the CompanyCompany Assets. No Member shall be subject to personal liability by reason of these indemnification provisions. (d) The 6.9.5 No Indemnitee shall be denied indemnification in whole or in part under this Section 6.9 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.9.6 Except as set forth in Section 6.9.3, the provisions of this Section 4.5 6.9 are for the benefit of the Indemnitees only and shall not be deemed to create any rights for the benefit of any other Person. (e) No Indemnitee 6.9.7 None of the officers of the Company, of the Board or of any Member shall be liable to the Company or to a any other Member for any losses Liabilities sustained or liabilities incurred as a result of any act or omission of such Indemnitee Person if the Indemnitee’s conduct (ia) was such Person acted in good faith, faith in a manner such Person believed to be within the scope of such IndemniteePerson’s authority, authority and in a manner it reasonably believed to be in, or not contrary to, the best interests of the Company Company, and (iib) such Person’s conduct did not constitute fraud, gross negligencebad faith, willful misconduct, misconduct or a knowing violation material breach of lawthis Agreement or any of the other Transaction Documents. (f) Any repeal or modification 6.9.8 The Board is hereby authorized on behalf of this Section 4.5 by the Members shall not adversely affect Company to cause the Company to indemnify, hold harmless and release any rights agents and/or advisors of such Indemnitee pursuant to this Section 4.5the Company, including the right to indemnification Board and the Company’s Affiliates, to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification same extent provided with respect to any acts or omissions occurring prior to such repeal or modificationthe Indemnitees in this Section 6.9.