Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. 6.7.1 The Manager, its members, shareholders, managers, affiliates, officers, directors, partners, employees, agents, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by them, the Company or the Members in connection with the business of the Company, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute negligence or malfeasance, pursuant to the authority granted, to promote the interests of the Company. Moreover, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of this Subsection 7.7 shall be in addition to, and not in lieu of, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entities.

Indemnification of Manager. 6.7.1 The Lender agrees to indemnify, reimburse and hold Manager harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel and accountants, which Manager may sustain or incur by reason of or as a result of Manager, 's acceptance of its members, shareholders, managers, affiliates, officers, directors, partners, employees, agents, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted appointment under this Agreement or any action taken or omitted by applicable law) from, any loss or damage incurred by them, the Company or the Members Manager in connection with the business performance of its obligations or the Companyexercise of its rights under this Agreement, including by way of illustrationany Securities Borrowing Agreement and any other Related Agreement; provided that such indemnification shall not extend to liabilities, but not limitationlosses, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute negligence or malfeasance, pursuant expenses to the authority grantedextent that such liabilities, to promote the interests of the Company. Moreoverlosses, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, or other employee thereof, for liability imposed costs or expenses (i) represent Manager's commercially reasonable operating expenses not incurred in connection with any claim arising out of a violation of the Securities Act of 1933this Agreement, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved are found by the a final judgment of a court of law which shall competent jurisdiction to have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933resulted from Manager's own bad faith, as amended, was violated) willful misconduct or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); negligence or (iii) in result from the opinion performance of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of Manager's indemnity obligation under Section 6(a) hereof. Lender's obligations under this Subsection 7.7 Section 8 shall be in addition tocontinuing obligations of Lender, and not its successors and assigns and shall survive the termination of any Loans, this Agreement or any other Related Agreement. Except as otherwise expressly provided in lieu ofthis Agreement, in no event shall Lender be liable for special, indirect, consequential or punitive damages, or limitlost profits or loss of business, any provisions arising under or in connection with this Agreement or the transactions contemplated hereby, even if previously informed of the Company’s Certificate possibility of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entitiessuch damages or losses.

Indemnification of Manager. 6.7.1 The Lender agrees to indemnify, reimburse and hold Manager harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel and accountants, which Manager may sustain or incur by reason of or as a result of Manager, ’s acceptance of its members, shareholders, managers, affiliates, officers, directors, partners, employees, agents, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted appointment under this Agreement or any action taken or omitted by applicable law) from, any loss or damage incurred by them, the Company or the Members Manager in connection with the business performance of its obligations or the Companyexercise of its rights under this Agreement, including by way of illustrationany Securities Borrowing Agreement and any other Related Agreement; provided that such indemnification shall not extend to liabilities, but not limitationlosses, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute negligence or malfeasance, pursuant expenses to the authority grantedextent that such liabilities, to promote the interests of the Company. Moreoverlosses, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, or other employee thereof, for liability imposed costs or expenses (i) represent Manager’s commercially reasonable operating expenses not incurred in connection with any claim arising out of a violation of the Securities Act of 1933this Agreement, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved are found by the a final judgment of a court of law which shall competent jurisdiction to have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933resulted from Manager’s own bad faith, as amended, was violated) willful misconduct or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); negligence or (iii) in result from the opinion performance of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of Manager’s indemnity obligation under Section 6(a) hereof. Lender’s obligations under this Subsection 7.7 Section 8 shall be in addition tocontinuing obligations of Lender, and not its successors and assigns and shall survive the termination of any Loans, this Agreement or any other Related Agreement. Except as otherwise expressly provided in lieu ofthis Agreement, in no event shall Lender be liable for special, indirect, consequential or punitive damages, or limitlost profits or loss of business, any provisions arising under or in connection with this Agreement or the transactions contemplated hereby, even if previously informed of the Company’s Certificate possibility of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entitiessuch damages or losses.

Indemnification of Manager. 6.7.1 The Owner acknowledges that Manager's agreement to enter into this Agreement may expose Manager to certain risks. Owner agrees to indemnify and hold harmless and defend Manager, its members, shareholders, managers, affiliatesdirectors, officers, directorsagents and employees (collectively, partners"Manager Indemnitees") from and against any liability, employeesloss, agentscost, expense, claim, damage, suit, action or proceeding ever suffered or incurred by (including actual attorneys' fees and assigns shall not be liable forexpenses) (collectively, and shall be indemnified and held harmless ("Claims") which are related to or in connection with: the proper exercise of its obligations as Manager under this Agreement, any misrepresentations made to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by them, the Company or the Members Manager in connection with the business execution or discharge of this Agreement or the failure of the Company, including by way of illustrationOwner to comply with its obligations under this Agreement (including, but not limited to, claims for property damage, bodily injuries and/or deaths caused by an act or omission); provided, however, that Owner shall not be obligated to indemnify Manager Indemnitees for Claims to the extent that they are due to the gross negligence or willful misconduct of Manager or its employees. Out-of-pocket charges and expenses incurred by the Manager (including, without limitation, costs and reasonable actual out-of-pocket attorneys’ ' fees and any amounts expended expenses) in connection with the settlement enforcement, protection or preservation of any claims right or claim of loss or damage Manager Indemnitees under this Agreement, including those resulting from any act dispute regarding this indemnification, shall be the responsibility of and paid for or omission performed or omitted reimbursed (at the option of Manager) by Owner. Notwithstanding any contrary provision in good faith, which shall not constitute negligence or malfeasance, pursuant to the authority granted, to promote the interests of the Company. Moreoverthis Agreement, the Manager obligations of Owner in this Section 7.1 shall not be liable to survive the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, expiration or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions termination of this Subsection 7.7 Agreement. Owner's insurance shall be endorsed to cover Manger as additional insureds and shall be in addition tosufficient amounts and with deductibles, and not in lieu ofif any, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the that are deemed satisfactory to Manager and certain other persons and entitiesat all times.