Common use of Indemnification of Managers Clause in Contracts

Indemnification of Managers. The Company shall indemnify, defend and hold harmless each Manager for, from and against any and all loss, damages, liabilities and expenses sustained or incurred by such Manager arising out of acts or omissions committed or alleged to have been committed in accordance with the standard of care set forth in Section 4.04 while acting as a Manager for or on behalf of the Company, except for fraudulent, deceitful or grossly negligent acts or omissions or willful misconduct of such Manager or any act or omission committed in breach of such Manager’s fiduciary duty to the Company. Any indemnification or defense extended under this section will be paid from, and limited to, the assets of the Company, and no Member will have any personal liability for such indemnification.