Common use of Indemnification of Member Clause in Contracts

Indemnification of Member. To the fullest extent permitted by applicable law, Member, any affiliate Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of Member, or their respective affiliates, or any officer, employee or agent of the Company or its affiliates (any such person, a “Covered Person”) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.6 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 7.6.

Indemnification of Member. To the fullest extent permitted by applicable law, (a) The Company shall indemnify and hold harmless any Member, any affiliate Memberand their respective directors, any officers, directorsemployees, agents, shareholders, partnersCompany Committee appointees, membersand Controlling Persons, employees, representatives from and against any and all Losses incurred or agents of Member, or their respective affiliates, or any officer, employee or agent of the Company or its affiliates (any such person, a “Covered Person”) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person suffered by reason of any act or omission performed or omitted to be performed by such Covered Person the Company, any Member or their respective directors, officers, employees, agents, shareholders, Company Committee appointees, or Controlling Persons in good faith on behalf connection with the business or affairs of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of the Member's status as the Member of the Company or such appointee's status as a member of the Company Committee, as the case may be, including reasonable attomeys' fees in connection with the defense of any action based on any such act or omission, which attorney's fees shall be paid as incurred, including all such liabilities under federal and sate securities laws (including the Securities Act ) to the extent permitted by law. (b) Notwithstanding the provisions of clause (a) of this Section 13.3, (i) the indemnification thereunder shall be limited to the assets of the Company, and (ii) no such indemnification shall be provided to the Managing Member if the Managing Member was guilty of gross negligence or negligence, willful misconduct or other breach of its fiduciary duty (or in the case of a claim by a Member that the Managing Member has breached its obligations under Sections 6.2 and 6.4 hereof) with respect to such acts the act or omissions; provided, however, that any indemnity under this Section 7.6 shall be provided out of and omission giving rise to the extent of Company assets onlyLoss for which indemnification is sought, and no Covered Person shall have any personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred as finally determined by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition court of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 7.6competent jurisdiction.