Common use of Indemnification of the Managing Member Clause in Contracts

Indemnification of the Managing Member. The Company and the relevant Series shall indemnify, defend and hold harmless the Managing Member Parties from and against any loss, liability, damage, cost or expense (including legal fees and expenses incurred in defense of any demands, claims or lawsuits) arising from actions or omissions concerning business or activities undertaken by or on behalf of the Company or a Series from any source, including without limitation any demands, claims or lawsuits initiated by a Member (or assignee) or resulting from or relating to the offer and sale of Interests; provided that the conduct which was the basis for such liability was not found by a court of competent jurisdiction upon entry of a final judgment to be the result of gross negligence or reckless or intentional misconduct. Nothing contained herein shall increase the liability of any Member to the Company or any Series beyond the amount of his capital and profits, if any, in the Company or any Series. All rights to indemnification and payment of legal fees and expenses shall not be affected by the termination of the Company or any Series or the withdrawal or insolvency of the Managing Member. Indemnification of amounts reasonably claimed to be due to an indemnified party hereunder shall be advanced to such party upon such party’s written undertaking to repay, without interest, the amounts so advanced in the event, and to the extent, that indemnification is determined not to be due hereunder.