Common use of Limitations on Liability and Indemnification Clause in Contracts

Limitations on Liability and Indemnification. (a) No Manager or officer of the Company shall be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any act or omission performed or omitted by him or her, or for any decision, except in the case of fraudulent or illegal conduct of such Person. For purposes of this Article 8, the fact that an action, omission to act or decision is taken on the advice of counsel for the Company shall be evidence of good faith and lack of fraudulent conduct. (b) To the fullest extent permitted by law, all Managers and officers of the Company shall be entitled to indemnification from the Company for any loss, damage or claim (including any reasonable attorney's fees incurred by such person in connection therewith) due to any act or omission made by him or her, except in the case of fraudulent or knowingly illegal conduct of such Person; provided, however, that any indemnity shall be paid out of the assets of the Company only (or