Common use of Standard of Liability and Indemnification Clause in Contracts

Standard of Liability and Indemnification. (a) The Member Designee, its affiliates, principals, officers, employees and agents shall have no liability to the Company or to any Member for any loss suffered by the Company that arises out of any action or inaction of the Member Designee if the Member Designee, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct did not constitute gross negligence or willful misconduct of such Member Designee or its affiliates. To the fullest extent permitted by law, the Member Designee and its Affiliates shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, provided that the same were not the result of gross negligence or willful misconduct on the part of the Member Designee or its Affiliates. (b) Notwithstanding subparagraph (a) above, the Member Designee and its Affiliates shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws in connection with the offer or sale of Units. (c) The Company shall not incur the cost of that portion of any insurance which insures any party against any liability the indemnification of which is herein prohibited. (d) For the purposes of Paragraphs 7, 9, 17(a), 17(b), 17(e), 17(f) and 18(c), the term “Affiliates” shall mean any person performing services on behalf of the Company and acting within the scope of the Member Designee’s authority as set forth in this Agreement who: (1) directly or indirectly controls, is controlled by, or is under common control with the Member Designee; or (2) owns or controls 10% or more of the outstanding voting securities of the Member Designee; or (3) is an officer or director of the Member Designee. (e) The provision of advances from Company’s funds to the Member Designee and its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the Member Designee by a Member is prohibited. (f) Any indemnification under subparagraph (a) above, unless ordered by a court, shall be made by the Company only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification of the Member Designee or its Affiliates is proper in the circumstances because it has met the applicable standard of conduct set forth in subparagraph (a) above.

Standard of Liability and Indemnification. (a) The Member Designee, its affiliates, principals, officers, employees and agents shall have no liability to the Company or to any Member for any loss suffered by the Company that arises out of any action or inaction of the Member Designee if the Member Designee, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct did not constitute gross negligence or willful misconduct of such Member Designee or its affiliates. To the fullest extent permitted by law, the Member Designee and its Affiliates shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, provided that the same were not the result of gross negligence or willful misconduct on the part of the Member Designee or its Affiliates. (b) Notwithstanding subparagraph (a) above, the Member Designee and its Affiliates shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws in connection with the offer or sale of Units. (c) The Company shall not incur the cost of that portion of any insurance which insures any party against any liability the indemnification of which is herein prohibited. (d) For the purposes of Paragraphs 7, 9, 17(a16(a), 17(b16(b), 17(e16(e), 17(f16(f) and 18(c17(c), the term “Affiliates” shall mean any person performing services on behalf of the Company and acting within the scope of the Member Designee’s authority as set forth in this Agreement who: (1) directly or indirectly controls, is controlled by, or is under common control with the Member Designee; or (2) owns or controls 10% or more of the outstanding voting securities of the Member Designee; or (3) is an officer or director of the Member Designee. (e) The provision of advances from Company’s funds to the Member Designee and its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the Member Designee by a Member is prohibited. (f) Any indemnification under subparagraph (a) above, unless ordered by a court, shall be made by the Company only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification of the Member Designee or its Affiliates is proper in the circumstances because it has met the applicable standard of conduct set forth in subparagraph (a) above.