Common use of 2Indemnification Clause in Contracts

2Indemnification. (a) To the fullest extent permitted by law, the Company shall indemnify each Manager Associate and each Liquidating Trustee Associate (each, an “Indemnitee”) against any and all losses, damages, liabilities, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses), judgments, fines, amounts paid in settlement, and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or incurred by such Indemnitee in connection with any and all Proceedings that arise from or relate, directly or indirectly, to any act or omission (or alleged act or omission) of such Indemnitee in connection with this Agreement or the business or affairs of the Company or any Series and in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager agrees otherwise in its sole and absolute discretion), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1. (b) To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee for Losses pursuant to the provisions of Section 9.2(a) (other than because such Indemnitee is not entitled to be exculpated in respect of the related act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations. (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. (d) The Manager may cause the Company or any one or more Series to purchase and maintain insurance, at the cost and expense of the relevant Series or Series, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (g) The rights of an Indemnitee to indemnification, contribution and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwise, and shall continue as to a Manager Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of any Losses of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (h) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.2, until it is Judicially Determined that the Company is not liable for such Loss. (i) In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Member or Assignee acting derivatively or otherwise on behalf of the Company or the relevant Series, as the case may be). (j) If the Manager, in its reasonable judgment, determines that an Indemnification Obligation is readily associated with a particular Series, such obligation shall be allocated and charged to the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Section 5.4(b), be considered a General Liability.

2Indemnification. (a) To the fullest extent permitted by law, the Company shall indemnify each Manager Associate In addition to and each Liquidating Trustee Associate (each, an “Indemnitee”) against any and all losses, damages, liabilities, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses), judgments, fines, amounts paid not in settlement, and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or incurred by such Indemnitee in connection with any and all Proceedings that arise from or relate, directly or indirectly, to any act or omission (or alleged act or omission) of such Indemnitee in connection with this Agreement or the business or affairs limitation of the Company or any Series and in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager agrees otherwise in its sole and absolute discretionindemnification provided under Section 7.1(a), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1. (b) To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee for Losses pursuant to the provisions of Section 9.2(a) (other than because such Indemnitee is not entitled to be exculpated in respect of the related act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid Sellers shall, jointly and severally, indemnify, defend and hold harmless each Group Member from and against any Losses suffered or payable incurred by such Indemnitee as a result Group Member by reason of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations.arising out of: (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) any breach of a written affirmation by such Indemnitee representation or warranty of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated Sellers in Section 9.2(a), has been met, and this Agreement; (ii) a written undertaking by any breach of any agreement or covenant in this Agreement on behalf the part of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder.Sellers; and (diii) The Manager any of the Excluded Assets or Liabilities; and (iv) (A) the consummation of the transactions contemplated by this Agreement or (B) events and conditions associated with the ownership or operation of the Assets and to the extent occurring before the Closing Date (other than Covered Environmental Losses which are provided for under Section 7.1(a)), to the extent that Sellers are notified in writing of any such Loss prior to the Identification Deadline; and (v) all Tax liabilities attributable to the ownership or operation of the Assets on or prior to the Closing Date, including under Treasury Regulation Section 1.1502-6, as it may cause the Company be amended (or any one similar provision of state or more Series to purchase local law), and maintain insurance, at any such tax liabilities (other than Transaction Taxes that are the cost and expense obligation of the relevant Series or Series, on behalf of any one or more Persons against any liability Partnership Group under Section 2.6) that may be asserted against or costs or expenses that may be incurred result from the consummation of the transactions contemplated by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (gb) The rights of an Indemnitee to indemnificationPartnership Parties shall, contribution jointly and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Companyseverally, as a matter of law or otherwiseindemnify, defend and shall continue as to a Manager Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity hold harmless Sellers from and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of against any Losses suffered or incurred by any Seller by reason of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (h) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.2, until it is Judicially Determined that the Company is not liable for such Loss.arising out of: (i) In any suit brought by an Indemnitee to enforce breach of a right to indemnification representation or warranty of the advancement of expenses provided for Partnership Parties in this Agreement, the burden ; (ii) any breach of proving that such Indemnitee is not entitled to be indemnified any agreement or to an advancement of expenses is covenant in this Agreement on the Company (or any Member or Assignee acting derivatively or otherwise on behalf part of the Company or the relevant Series, as the case may be).Partnership Parties; (jiii) If any Assumed Liability; and (iv) events and conditions to the Manager, in its reasonable judgment, determines that an Indemnification Obligation is readily extent associated with a particular Series, such obligation shall be allocated the ownership or operation of the Assets occurring after the Closing Date (other than Covered Environmental Losses which are provided for under Section 7.1(a) and charged to Losses for which the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Partnership Parties are indemnifying Sellers under Section 5.4(b7.1(b)), unless such indemnification would not be considered a General Liabilitypermitted by any Group Member under the Partnership Agreement.

2Indemnification. (a) To the fullest extent permitted by law, the Company shall indemnify each Manager Managing Member Associate and each Liquidating Trustee Associate (each, an “Indemnitee”) against any and all losses, damages, liabilities, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses), judgments, fines, amounts paid in settlement, and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or incurred by such Indemnitee in connection with any and all Proceedings that arise from or relate, directly or indirectly, to any act or omission (or alleged act or omission) of such Indemnitee in connection with this Agreement or the business or affairs of the Company or any Series and in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager Managing Member agrees otherwise in its sole and absolute discretion), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1. (b) To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee for Losses pursuant to the provisions of Section 9.2(a) (other than because such Indemnitee is not entitled to be exculpated in respect of the related act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company (or the relevant Series) and such Indemnitee, as well as any other equitable considerations. (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. (d) The Manager Managing Member may cause the Company or any one or more Series to purchase and maintain insurance, at the cost and expense of the relevant Series or Series, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (f) Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. (g) The rights of an Indemnitee to indemnification, contribution and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwise, and shall continue as to a Manager Managing Member Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee▇▇▇▇▇▇▇▇▇▇’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of any Losses of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (h) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date of the dissolution of such Series pursuant to Article XI, except that Indemnification Obligations shall continue as to any Loss of which any Indemnitee shall have given Notification to the Company on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.2, until it is Judicially Determined that the Company is not liable for such Loss. (i) In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Member or Assignee acting derivatively or otherwise on behalf of the Company or the relevant Series, as the case may be). (j) If the ManagerManaging Member, in its reasonable judgment, determines that an Indemnification Obligation is readily associated with a particular Series, such obligation shall be allocated and charged to the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Section 5.4(b), be considered a General Liability.

2Indemnification. (a) To ▇▇▇▇▇▇▇▇ agrees to indemnify and hold harmless each of the fullest extent permitted by lawCollateral Agent, the Company shall indemnify each Manager Associate Lenders and its and their respective Affiliates (and its or their respective successors and assigns) and each Liquidating Trustee Associate manager, member, partner, controlling Person, director, officer, employee, agent or sub-agent, advisor and affiliate thereof (eacheach such Person, an “IndemniteeIndemnified Person”) from and against any and all Indemnified Liabilities; provided, however, that Borrower shall have no obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person (or the gross negligence or willful misconduct of such Indemnified Person’s affiliates or controlling Persons or any of their respective managers, members, partners, controlling Persons, directors, officers, employees, agents or sub-agents, advisors or affiliates), (ii) result from a claim brought by Borrower against an Indemnified Person for material breach in bad faith of any of such Indemnified Person’s obligations hereunder or under any other Loan Document, if ▇▇▇▇▇▇▇▇ has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (iii) result from a claim not involving an act or omission of Borrower or any of its Subsidiaries that is brought by an Indemnified Person against another Indemnified Person (other than against the Collateral Agent in its capacities as such). This Section 11.2(a) shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, losses, damages, liabilitiespenalties, claims, costs, expenses (including reasonable legal and expert witness fees and related costs and expenses), judgments, fines, amounts paid in settlement, and other amounts (including costs and expenses associated with investigation or preparation), actually and reasonably paid or incurred by such Indemnitee in connection with disbursements arising from any and all Proceedings that arise from or relate, directly or indirectly, to any act or omission (or alleged act or omission) of such Indemnitee in connection with this Agreement or the business or affairs of the Company or any Series and in which such Indemnitee may be involved, or is threatened to be involved, as a defendant, witness, deponent or otherwise (but not as a plaintiff, unless the Manager agrees otherwise in its sole and absolute discretion), whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion (collectively, “Losses”), except to the extent that it is Judicially Determined that such Indemnitee is not entitled to be exculpated in respect of such act or omission pursuant to the provisions of Section 9.1non-Tax claim. (b) To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee permitted by Requirements of Law, no party to this Agreement shall assert, and each party to this Agreement hereby waives, any claim against any other party hereto (and its or their successors and assigns), and each manager, member, partner, controlling Person, director, officer, employee, agent or sub-agent, advisor and affiliate thereof, on any theory of liability, for Losses pursuant special, indirect, consequential or punitive damages (as opposed to the provisions of Section 9.2(adirect or actual damages) (other than because such Indemnitee whether or not the claim therefor is not entitled based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to be exculpated in respect herein or therein, the transactions contemplated hereby or thereby, any Credit Extension or the use of the related proceeds thereof or any act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses event occurring in such proportion as is appropriate to reflect not only the relative benefits received by the Company (or the relevant Series), on the one handconnection therewith, and each party to this Agreement hereby waives, releases and agrees not to sue upon any such Indemniteeclaim or any such damages, on the other hand, but also the relative fault of the Company (whether or the relevant Series) not accrued and such Indemnitee, as well as any other equitable considerationswhether or not known or suspected to exist in its favor. (c) Reasonable legal fees and other costs and expenses (including costs and expenses associated with Any action taken by any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness Credit Party under or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. (d) The Manager may cause the Company or any one or more Series to purchase and maintain insurance, at the cost and expense of the relevant Series or Series, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of such Series, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. (e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which any Loan Document, even if required under any Loan Document or at the indemnification applies. (f) Any Indemnitee entitled request of the Collateral Agent or any Lender, shall be at the expense of such Credit Party, and neither the Collateral Agent, nor any Secured Party shall be required under any Loan Document to indemnification hereunder shall use its reasonable best efforts to minimize the amount reimburse any Credit Party or any Subsidiary of any claim for indemnification hereunder. (g) The rights of an Indemnitee to indemnification, contribution and reimbursement Credit Party therefor except as expressly provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwisetherein. In addition, and shall continue as without limiting the generality of Section 2.4, ▇▇▇▇▇▇▇▇ agrees to a Manager Associate pay or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of any Losses of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. (h) Indemnification Obligations in respect of a Series shall remain in effect for a period of two (2) years after the date reimburse upon demand each of the dissolution Collateral Agent and ▇▇▇▇▇▇▇ (and their respective successors and assigns) and each of such Series pursuant to Article XItheir respective Related Parties, except that Indemnification Obligations shall continue as to if applicable, for any Loss of which any Indemnitee shall have given Notification to the Company on or prior to the date such Indemnification Obligation would otherwise terminate in accordance with this Section 9.2and all fees, until it is Judicially Determined that the Company is not liable for such Loss. (i) In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Member or Assignee acting derivatively or otherwise on behalf and disbursements of the Company kind or nature described in clause (b) of the relevant Series, as the case may be)definition of “Lender Expenses” incurred by it. (j) If the Manager, in its reasonable judgment, determines that an Indemnification Obligation is readily associated with a particular Series, such obligation shall be allocated and charged to the assets associated with such Series. Otherwise, each Indemnification Obligation shall, subject to the provisions of Section 5.4(b), be considered a General Liability.