Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC. b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

Limitation on Liability; Indemnification. (a) Except as otherwise provided in the Act, the The debts, obligations and liabilities of the LLCCompany, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Company, and no Member, its partners or any officers, trustees, directors, employees or agents of any partner in the MemberPartnership Representative, or any officers, employees or agents of the LLC, Manager shall be obligated personally for any such debt, obligation or liability of the LLC Company solely by reason of the fact that he, she or it (i) is or was such being a Member, partner Partnership Representative, or Manager. (b) To the fullest extent permitted by applicable law, no Manager, Member, Administrative Member, Partnership Representative, or any of their respective Related Parties, agents or representatives (collectively, the “Covered Persons”) shall be liable to the Company or any Member for any loss, damage, expense, liability or claim (including judgments, fines, penalties, interest, amounts paid in settlement with the Member or officerapproval of the Board, trusteeand attorneys’ fees and disbursements) (collectively, director, employee or agent “Indemnifiable Losses”) arising out of any partner act or omission by such Covered Person in its capacity as such in good faith arising out of or in connection with this Agreement or the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under of the Company or the Subsidiaries in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except for any actual direct Indemnifiable Losses arising out of any Unindemnifiable Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners of such Covered Person or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLCAffiliate thereof. b(c) The LLC Company shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”)Covered Person, to the fullest extent permitted by applicable law, against all Indemnifiable Losses incurred by reason of any act or omission by such Covered Person related to, in connection with, or arising from the performance of any of his, her or its duties or obligations in connection with the Company, the business and operations of the Company, this Agreement, or any investment made by or on behalf of, or held by or on behalf of, the Company or its Subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Covered Person may hereafter be made party by reason of being or having been a Covered Person, except for any for any actual direct Indemnifiable Losses arising from any Unindemnifiable Act of such Covered Person or any Affiliate thereof. The provisions of this Agreement, to the extent they restrict, modify or eliminate any or all of the duties and liabilities of each Covered Person otherwise existing at law from or in equity, are agreed and against any accepted by each Member to restrict, modify or eliminate such duties and all losses, claims, demands, costs, damages, liabilities of each Covered Person to the fullest extent permitted by law. (joint or several)d) With the approval of the Board, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from ) incurred by a Covered Person in defending any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative administrative or investigative, including, without limitation, any appeal to any such claim, demand, investigative action, suit or proceeding and any inquiry or investigation that could lead with respect to which such claimCovered Person is entitled to indemnification pursuant to this Section 8.6, demand, may be paid by the Company in advance of the final disposition of such action, suit or proceedingproceeding upon receipt of a written undertaking by or on behalf of such Covered Person to repay such amount if it shall be finally determined by a court of competent jurisdiction that such Covered Person engaged in any Unindemnifiable Act. (e) To the fullest extent permitted by law, each Member shall indemnify and hold harmless the Company and the other Members and their respective Covered Persons from and against any and all actual direct Indemnifiable Losses incurred by such Person arising out of or incidental attributable to the business such Member’s (or activities its Affiliate’s) Unindemnifiable Acts. (f) The indemnification and advancement of expenses provided by or relating granted pursuant to the LLC this Section 8.6 are not exclusive and are in addition to any other rights to which any such Indemnitee those seeking indemnification or advancement of expenses may bebe entitled under this Agreement, or may have beenany other agreement or document, involved, vote of the Board or threatened to be involved, as a party the Members or otherwise, by reason and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the fact that heheirs, she successors, assigns and administrators of the Covered Person unless otherwise provided in a written agreement with such Covered Person or it (i) is or was the Member, a partner in the Member or an officerwriting pursuant to which such Covered Person is indemnified, trustee, director, employee or agent it being agreed that indemnification and advancement of any partner in the Member, or an officer, employee or agent expenses of the LLC, or (ii) is or was serving at the request of the LLC Covered Persons as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, specified in this Section 8.6 shall be made to the fullest extent permitted under the Actby applicable law, except as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of lawotherwise provided herein. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment The provisions of this Section 8 8.6 shall not be deemed to preclude the indemnification of any Person who is not specified herein but whom the Company has the power or obligation to indemnify under the provisions of the Act. (g) Each of the Covered Persons may, in the performance of such Covered Person’s duties arising under or in connection with this Agreement or the business and affairs of the Company or any of the Subsidiaries, consult with legal counsel and accountants, and any act or omission by such Covered Person on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Covered Person will be fully protected for such acts and omissions; provided that such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the officers or employees of the Company or of any of its Subsidiaries or Affiliates, or by any other Person as to matters such Covered Person reasonably believes are within such other Person’s professional or expert competence. (h) Any amendment, modification or repeal of this Section 8.6 shall be prospective only and shall not limit in any way affect the rights limitations on the liability of any Covered Person under this Section 8.6 as in effect immediately prior to such Indemnitee amendment, modification or the obligations of the LLC repeal with respect to any claim claims arising from or related relating to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Actmatters occurring, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also prior to such amendment, modification or repeal, regardless of when such claims may arise or be entitled asserted and provided such Person became a Covered Person hereunder prior to be paid the expenses such amendment, modification or repeal. If this Section 8.6 or any portion of prosecuting such claim. It this Section 8.6 shall be invalidated on any ground by a defense to any such action that such indemnification or advancement court of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense tocompetent jurisdiction, the Indemnitee is permissible in the circumstances nor an Company shall nevertheless indemnify each Covered Person as to actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee direct Indemnifiable Losses to the full extent permitted by any applicable portion of this Section 8.6 that shall not have been invalidated. The obligations of the ActCompany under this Section 8.6 shall survive any termination of this Agreement for a period of one (1) year from the date of dissolution of the Company, provided that (i) if at the end of such period there are any actions, proceedings or investigations then pending, any Covered Person may so notify the Company and the other Members at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of this Section 8.6 shall survive with respect to each such action, proceeding or investigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until such date that such action, proceeding or investigation is finally resolved and (ii) the obligations of the Company under this Section 8.6 shall be satisfied solely out of Company assets. (i) A Covered Person seeking indemnification under this Section 8.6 will give prompt written notice to the Company or the other indemnifying Member, as applicable, of any third party claim that may give rise to indemnification under this Section 8.6, provided that any failure or delay in providing such notice shall not affect the rights of such Covered Person or obligations of the Company except to the extent that, as a result of such failure, the Company or the other indemnifying Member, as applicable, shall have been prejudiced by the Covered Person’s failure to give such notice, in which case the Company shall be relieved from its obligations under this Section 8.6 only to the extent of such prejudice, unless approved by the Board. If the Company or the other indemnifying Member, as applicable, elects to conduct the defense of the third party claim, the Covered Person will cooperate with and make available to the Company or the other indemnifying Member, as applicable, such assistance, personnel, witnesses and materials as the Company may reasonably request. The Company or the other indemnifying Member, as applicable, may elect at any time to settle or compromise any such action or claim or to defend such action or claim, in each case at its sole cost and expense and with its own counsel. If, within thirty (30) days of receipt from a Covered Person of the notice referred to above, the Company or the other indemnifying Member, as applicable, (i) advises the Covered Person in writing that it shall not elect to defend, settle or otherwise compromise or pay such action or claim or (ii) fails to make such an election in writing, the Covered Person may (subject to the Company’s or the other indemnifying Member, as applicable, continuing right of election in the preceding sentence), at such Covered Person’s option, defend, settle, compromise or pay such action or claim; provided that any such settlement or compromise by any Covered Person shall be permitted hereunder only with the written consent of the Company or the other indemnifying Member, as applicable. The Company or the other indemnifying Member, as applicable, shall not settle any third party claim subject to indemnification under this Section 8.6 against a Covered Person where the Covered Person is not released from liability resulting from such third party claim without the Covered Person’s consent. (j) If a Covered Person is entitled under any provision of this Section 8.6 to indemnification by the Company or the other indemnifying Member, as applicable, for some or a portion of the expenses or Indemnifiable Losses incurred by such Covered Person in the preparation, investigation, defense, appeal or settlement of any action or claim, but not, however, for the total amount thereof, the Company or the other indemnifying Member, as applicable, shall indemnify the Covered Person for the portion of such expenses or Indemnifiable Losses to which the Covered Person is entitled. (k) The parties hereto acknowledge and agree that the Persons who are Covered Persons hereunder may be involved with the Company and its Subsidiaries in other capacities in addition to being a Member, Administrative Member, Partnership Representative or Manager of the Company, or their respective Related Parties, agents or representatives. Notwithstanding anything contained herein to the contrary, the indemnification, exculpation, advancement of expenses and other rights and obligations set forth in this Section 8.6 shall not apply or be available to any Covered Person with respect to any actions or omissions of such Covered Person in any capacity other than as a Member, Administrative Member, Partnership Representative or Manager of the Company, or their respective Related Parties, agents or representatives, unless approved by the Board, or in the case of an Affiliated Party, by the Members. The amount of any recovery by a Covered Person pursuant to this Section 8.6 shall be reduced by any indemnification and similar payments actually recovered by any Covered Person or such Covered Person’s Affiliates under any Basic Document.

Limitation on Liability; Indemnification. a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC. b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “"Indemnitee”"), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ ' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s 's duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

Limitation on Liability; Indemnification. a) Except as otherwise provided in the Act, the debts, obligations obligations, and liabilities of the LLC, whether arising in contract, tort tort, or otherwise, shall be solely the debts, obligations obligations, and liabilities of the LLC. None of the Member, its partners or the Manager, and any officers, trusteesemployees, directors, employees or agents of any partner in the Member, or any officers, employees or and agents of the LLC, LLC or the Member shall be obligated personally for any debt, obligation obligation, or liability of the LLC solely by reason of the fact that hehis, she her, or it (i) is or was its status as such Member, partner in the Member or Manager, officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterpriseagent. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners the Manager, or any the officers, trusteesemployees, directors, employees or agents of any partner in the Member, or any officers, employees or and agents of the LLC, LLC or its Member for any liabilities of the LLC. b) . The LLC shall indemnify and hold harmless the Member, its partners or any officersthe Manager, trustees, directors, employees or agents of any partner in the Member, or and any officers, employees or and agents of the LLC or the Member (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements settlements, and other amounts arising from any and all claims, demands, actions, suits suits, or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative administrative or investigative, includingin which the Indemnitee may be involved, without limitation, any appeal or threatened to any such claim, demand, action, suit be involved as a party or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceedingotherwise, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member Manager, or an officer, trustee, director, employee or agent of any partner in the Memberemployee, or an officer, employee or agent of the LLCagent, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its the Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence negligence, or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.