Common use of Liability Exculpation and Indemnification Clause in Contracts

Liability Exculpation and Indemnification. (a) No Covered Person shall be liable to the Company, the Partnership or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company or the Partnership and in a manner reasonably believed by the Covered Person to be within the scope of authority conferred on such Covered Person by the Act or this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company, the records of the Partnership, and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Partnership, or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company, the Partnership or to any other Covered Person for its good faith reliance on the provisions this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person. (d) To the fullest extent permitted by applicable law, 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 or on behalf of the Partnership 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 reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this subsection (d) 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. (e) The Company may purchase and maintain insurance, to the extent and in such amounts as the Company determines to be reasonable, on behalf of Covered Persons and such other persons as the Company shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Covered Person or other indemnitee in connection with the activities of the Company or such indemnitees. The Company may enter into indemnity contracts with Covered Persons or other indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate.

Liability Exculpation and Indemnification. (a) No Covered Person shall be liable to the Company, the Partnership or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company or the Partnership and in a manner reasonably believed by the Covered Person to be within the scope of authority conferred on such Covered Person by the Act or this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company, the records of the Partnership, and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company, to the Partnership, or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company, the Partnership or to any other Covered Person for its good faith reliance on the provisions this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person. (d) To the fullest extent permitted by applicable law but subject to the limitations expressly provided in this Agreement, all Covered Persons shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Covered Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as a Covered Person; provided, that in each case the Covered Person acted in good faith and in a manner that such Covered Person reasonably believed to be in, or (in the case of a Person other than the Managers) not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. 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 create a presumption that the Covered Person acted in a manner contrary to that specified above. Any indemnification pursuant to this Section shall be made only out of the assets of the Company, it being agreed that the Members, Managers and officers shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by a Covered Person shall who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be entitled to indemnification from advanced by the Company for any lossprior to the final disposition of such claim, damage demand, action, suit or claim incurred proceeding upon receipt by such Covered Person by reason the Company of any act or omission performed or omitted undertaking by such Covered Person in good faith on behalf of the Company or on behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except to repay such amount if it shall be determined that no the Covered Person shall be is not entitled to be indemnified as authorized in respect of any loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this subsection (d) shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereofSection 9.1. (ec) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, pursuant to any vote of the Members, as a matter of law or otherwise, both as to actions in the Covered Person’s capacity as a Covered Person and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Covered Person. (d) The Company may purchase and maintain insurance, to the extent and in such amounts as the Company determines to be reasonable, on behalf of Covered Persons the Managers, officers and Members and such other persons Persons as the Company Managers shall determine, against any liability that may be asserted against or expenses expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. (e) For purposes of this Section 9.1, the Company shall be deemed to have requested a Covered Person to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on a Covered Person with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 9.1(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company. (f) In no event may a Covered Person subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement. (g) A Covered Person shall not be denied indemnification in whole or in part under this Section 9.1 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (h) The provisions of this Section 9.1 are for the benefit of the Covered Persons, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (i) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Covered Person to be indemnified by the Company, nor the obligations of the Company to indemnify any such Covered Person or other indemnitee under and in connection accordance with the activities provisions of the Company this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such indemnitees. The Company amendment, modification or repeal, regardless of when such claims may enter into indemnity contracts with Covered Persons arise or other indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriatebe asserted.