Common use of Limitation on Indemnification Clause in Contracts

Limitation on Indemnification. (i) Notwithstanding Section 15.01, the Company shall not indemnify or hold harmless the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employees, nor shall it provide that the Advisor or its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (a) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; (b) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were acting on behalf of or performing services of the Company; (c) such liability or loss was not the result of negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employees; and (d) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company for any losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (c) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.018(a) to the contrary, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the Company provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of willful misfeasance, bad faith or gross negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. The following provisions in this Section 9 shall apply for only so long as shares of the Company’s common stock are not listed on a national securities exchange. (i) Notwithstanding Section 15.01, the Company shall not indemnify or hold harmless the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employees, nor shall it provide that the Advisor or its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (a) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of willful misfeasance, bad faith or gross negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders of the Company. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party laws, unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.017(a) to the contrary, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the Company provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of willful misfeasance, bad faith or gross negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party laws, unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.017(a) to the contrary, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the Company provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of willful misfeasance, bad faith or gross negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.017(a) to the contrary, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the Company provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of willful misfeasance, bad faith, gross negligence or misconduct reckless disregard of its duties by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) 15.3.1 Notwithstanding the provisions of Section 15.0115.2 or anything else to the contrary set forth herein, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Affiliates for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesany of them, nor shall it provide that the Advisor or its Affiliates, including their respective officers, directors, partners and employees, any of them be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (aA) A majority of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Independent Directors have determined, in good faith, that the course of conduct which that caused the loss or liability was in the best interests of the Company; ; (bB) the The Advisor or its Affiliates, including their respective officers, directors, partners and employees, Affiliates were acting on behalf of or performing services of for the Company; ; (cC) such Such liability or loss was not the result of negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employees; and and (dD) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (ii) Notwithstanding Section 15.0115.3.2 In addition, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Company shall not be indemnified by indemnify the Company Advisor or its Affiliates for any lossesloss, liability or expenses expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.01The Administrator, the Company shall not indemnify or hold harmless the Advisor or its Affiliates, including affiliates and their respective directors, officers, directorsmanagers, partners and partners, agents, employees, for controlling persons, members, and any liability other person or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employees, nor shall it provide that the Advisor or its Affiliates, including their respective officers, directors, partners and employees, be held harmless for entity affiliated with any loss or liability suffered by the Company, unless all of the following conditions are met: (a) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; (b) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were acting on behalf of or performing services of the Company; (c) such liability or loss was not the result of negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employees; and (d) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, them shall not be indemnified by liable to the Company for any losses, liability action taken or expenses arising from omitted to be taken by the Administrator in connection with the performance of any of its duties or out of an alleged violation of federal obligations under this Agreement or state securities laws by such party unless one or more of otherwise as administrator for the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (c) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be madeCompany, and the court considering Company shall indemnify, defend and protect the request for indemnification has been advised of Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the position of Administrator) (collectively, the SEC “Indemnified Parties”), and of hold them harmless from and against all damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the published position Indemnified Parties in or by reason of any state securities regulatory authority pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in which securities the right of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result security holders) arising out of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts actions or omissions with respect to or otherwise based upon the performance of any of the Administrator’s duties or services on behalf of obligations under this Agreement or otherwise as administrator for the Company; (b) . Notwithstanding the legal proceeding is initiated by a third party who is not a Stockholder preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the legal proceeding is initiated by a Stockholder acting Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliatesrespect of, including their respective officers, directors, partners and employees, undertake to repay the advanced funds any liability to the Company together or its security holders to which the Indemnified Parties would otherwise be subject by reason of fraud, willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the applicable legal rate of interest thereon, if such Advisor 1940 Act and any interpretations or guidance by the SEC or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnificationstaff thereunder).

Limitation on Indemnification. (a) Notwithstanding anything to the contrary herein, Seller shall not have any liability for Losses under Section 10.01(a) (i) Notwithstanding unless the aggregate of all Losses for which Seller would be liable under Section 15.0110.01(a), but for this clause (a), exceeds on a cumulative basis, an amount equal to $25,000, and then to the extent of all such Losses in excess of such threshold amount and (ii) in no event shall Seller's liability under Section 10.01(a) exceed $300,000. For the avoidance of doubt, the Company limitations set forth in this Section 10.06(a) shall not indemnify or hold harmless the Advisor or its Affiliates, including their respective officers, directors, partners and employees, apply to any other liability of Seller for Losses under any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employees, nor shall it provide that the Advisor or its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any loss or liability suffered by the Company, unless all other provision of the following conditions are met: (a) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; Section 10.01. (b) Following the Advisor Closing, the Parties' rights to indemnification pursuant to this ARTICLE X shall, except for equitable relief and specific performance of covenants that survive Closing, be the sole and exclusive remedy available to the parties with respect to any matter arising under or its Affiliatesin connection with this Agreement or the transactions contemplated hereby, including their respective officersother than for claims of fraud, directorsintentional misrepresentation, partners and employees, were acting on behalf of or performing services of the Company; criminal or intentional misconduct. (c) such Notwithstanding any provision, the maximum liability of Seller under this Agreement or loss was not the result of negligence transactions contemplated hereby shall not, in any event, exceed the Purchase Price proceeds actually received by Seller hereunder other than with respect to Seller's intentional misrepresentation or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employees; and fraud. (d) such indemnification Notwithstanding any provision herein, neither Seller nor Purchaser shall in any event be liable to the other Party or agreement any Indemnitee on account of any indemnity obligation set forth in Section 10.01 or Section 10.02 for any punitive or consequential damages that are not reasonably foreseeable (in each case except as payable to hold harmless is recoverable only out of the Company’s net assets and not from Stockholdersa Third Party). (iie) Notwithstanding Section 15.01For purposes of calculating the amount of Losses incurred by an Indemnified Party arising out of or resulting from any breach of a representation or warranty, covenant or agreement, but not for purposes of determining whether or not any such breach has occurred, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, references to a “Material Adverse Effect,” “material” or materiality (or other correlative terms) shall not be indemnified by the Company for any losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (c) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities lawsdisregarded. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.018(a) to the contrary, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the Company provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of willful misfeasance, bad faith or gross negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders of the Company. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party laws, unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.018(a) to the contrary, the Company BDC shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss Losses suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the BDC provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability Losses suffered by the CompanyAdviser, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability Losses was in the best interests of the Company; BDC; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; BDC; (ciii) such liability or loss was Losses were not the result of negligence negligence, willful misfeasance, bad faith, or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the CompanyBDC’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01its stockholders. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability or expenses Losses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; Indemnified Party; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteeIndemnified Party; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee the Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company BDC were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (i) Notwithstanding Section 15.018(a) to the contrary, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the Company provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of misconduct or negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.

Limitation on Indemnification. (a) Notwithstanding any provision of this Agreement to the contrary, after the Effective Time, no Indemnified Party shall be entitled to indemnification until such Indemnified party suffers Losses in excess of $50,000 in the aggregate (the "Basket Amount"), in which case an Indemnified Party shall be entitled to recover all Losses including the Basket Amount; provided, however, any amounts required to be paid with respect to Dissenting Membership Interests or resulting from any failure by the Company or any of the Members to perform or comply with any covenant contained in this Agreement or any Related Agreement shall not be subject to such Basket Amount; and provided further, however, that any amounts required to be paid by the Parent or the Surviving Entity as a result of the Company's breach of, or any inaccuracy contained in, Section 2.21 herein shall not be subject to such Basket Amount. (b) Except for (i) Notwithstanding Section 15.01claims based upon any failure by the Company of any of the Members to perform or comply with any covenant contained in this Agreement or any of the Related Agreements, (ii) claims based upon fraud or intentional misconduct and/or (iii) claims as to any inaccuracy or breach of a representation or warranty contained in the Surviving Representations, the indemnification obligations of the Company and the Members under this Agreement shall not indemnify or hold harmless be subject to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employees, nor shall it provide foregoing: (i) The maximum amount that the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties may recover for Losses under the indemnification provisions of this Agreement shall be held harmless for any loss or liability suffered by limited to the Company, unless all Aggregate Merger Consideration. For purposes of the following conditions are met: (athis Section 7.3(b) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have determined, in good faith, that Aggregate Stock Consideration shall be valued on a per share basis at the course of conduct which caused the loss or liability was in the best interests of the Company; (b) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were acting on behalf of or performing services of the Company; (c) such liability or loss was not the result of negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employees; and (d) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from StockholdersTransaction Stock Price. (ii) Notwithstanding Section 15.01, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, The maximum amount that any particular Member shall not be indemnified by the Company for any losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (c) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions liable with respect to any indemnification payments that the performance of duties or services on behalf Company and the Members are required to make hereunder is equal to such Member's Pro Rata Portion of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnificationAggregate Merger Consideration.

Limitation on Indemnification. (i) Notwithstanding Section 15.017(a) to the contrary, the Company shall not indemnify or hold harmless provide for indemnification of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties for any liability or loss suffered by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Parties, nor shall it the Company provide that any of the Advisor or its Affiliates, including their respective officers, directors, partners and employees, Indemnified Parties be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: : (ai) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, have Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; ; (bii) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, were Indemnified Party was acting on behalf of or performing services of for the Company; ; (ciii) such liability or loss was not the result of willful misfeasance, bad faith or gross negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, partners and employeesIndemnified Party; and and (div) such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from Stockholders. (ii) Notwithstanding Section 15.01stockholders. Furthermore, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, Indemnified Party shall not be indemnified by the Company for any losses, liability liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: : (ai) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; violations; (bii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemniteejurisdiction; or or (ciii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. (iii) The Charter provides that the advancement of Company funds to the Advisor or its Affiliates, including their respective officers, directors, partners and employees, for reasonable legal expenses and other costs incurred as a result of any legal proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a) the legal proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (b) the legal proceeding is initiated by a third party who is not a Stockholder or the legal proceeding is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c) the Advisor or its Affiliates, including their respective officers, directors, partners and employees, undertake to repay the advanced funds to the Company together with the applicable legal rate of interest thereon, if such Advisor or its Affiliates, including their respective officers, directors, partners and employees, is found not to be entitled to indemnification.