Common use of Indemnity of the Manager Clause in Contracts

Indemnity of the Manager. (a) Subject to the limitations and conditions provided in this Section 5.05, each Person (an “Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, with respect to the Company (any, a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that it was a Manager or officer of the Company or is or was an Affiliate of or is or was serving as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of the Manager, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes), punitive damages, fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his conduct was unlawful. A Person shall not be indemnified by the Company unless such Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (b) Indemnification under this Section 5.05 shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Section 5.05 shall be deemed contract rights, and no amendment, modification or repeal of this Section 5.05 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. (c) The right to indemnification conferred by this Section 5.05 shall include the right to an advancement of expenses or reimbursement by the Company for the reasonable expenses incurred in advance of the final disposition of the Proceeding.

Indemnity of the Manager. To the fullest extent permitted by law, the Manager, its Affiliates and their directors, officers, members, managers, stockholders, employees and other agents and legal representatives (aherein referred to as “Indemnitees”) Subject to the limitations and conditions provided shall, in accordance with this Section 5.058.4, each Person be indemnified and held harmless by the Company from and against any and all loss, claims, damages, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims (an “Indemnified Person”) who was including reasonable legal expenses), demands, actions, suits, or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether proceedings (civil, criminal, administrative, arbitrative administrative or investigative) in which they may be involved, with respect to as a party or otherwise, by reason of their management of the Company (any, a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceedingaffairs of the Company, by reason of the fact that it was a Manager or officer of the Company or such Indemnitee is or was an Affiliate of or is or was serving as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of the ManagerCompany, shall or by reason of such Indemnitee’s rendering of advice or consultation with respect thereto, or which relate to the Company, its properties, business, or affairs, provided such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be indemnified by in, or not opposed to, the Company against judgmentsbest interests of the Company, penalties (including excise and similar taxes)and, punitive damageswith respect to any criminal proceeding, fines, settlements and had no reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by cause to believe the conduct of such Indemnified Person in connection with such ProceedingIndemnitee was unlawful. The termination of any action, suit or a proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnified Person Indemnitee did not act in good faith and in a manner which he the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company or that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful (unless there has been a final adjudication in the proceeding that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany, with respect to any criminal action or proceeding, that the Indemnified Person had Indemnitee did have reasonable cause to believe that his the Indemnitee’s conduct was unlawful). A Person No Indemnitee shall not be indemnified entitled to indemnification hereunder for any losses, claims or damages primarily arising from its willful misconduct, fraud, gross negligence or bad faith or material breach of this Agreement in the performance of the Manager’s duties hereunder. Expenses (including attorneys’ fees) incurred in defending any proceeding shall be paid by the Company unless such Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (b) Indemnification under this Section 5.05 shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Section 5.05 shall be deemed contract rights, and no amendment, modification or repeal of this Section 5.05 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. (c) The right to indemnification conferred by this Section 5.05 shall include the right to an advancement of expenses or reimbursement by the Company for the reasonable expenses incurred in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the ProceedingIndemnitee to repay such amount if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company as authorized hereunder. The Members hereby agree to cause and the Manager is hereby authorized to cause the Company to indemnify the Indemnitees as provided in this section.