Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company is a party or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that a the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Member or Officer by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that no the Member or Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 18 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 18 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or Company, any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 19 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that a the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Member or Officer by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that no the Member or Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 18 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; providedPROVIDED, howeverHOWEVER, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member Member, Manager or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, except that a Member, Manager or Officer shall be liable for any loss, damage or claim incurred by reason of such person’s willful misconduct. To the full extent permitted by applicable law, each Member, Manager and Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that no Member Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer person by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 9 shall be provided out of and to the extent of Company assets only, and the Member no Member, Manager or Officer shall not have personal liability on account thereof.”

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that a the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Member or Officer by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that no the Member or Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a a, manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Neither the Member or nor any Officer shall be liable to the Company or Company, any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such the Member or such Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or such Officer by this Agreement, except that a the Member or such Officer shall be liable for any such loss, damage or claim incurred by reason of such the Member’s or such Officer’s willful misconduct. To the full extent permitted by applicable law, a the Member or such Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Member or such Officer by reason of any act or omission performed or omitted by such the Member or such Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or such Officer by this Agreement, except that no neither the Member or nor any Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Member or such Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer Manager shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or OfficerManager’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any . Any indemnity under this Section 17 8 shall be provided out of and to the extent of Company assets only, and neither the Member Members nor the Managers shall not have personal liability on account thereof.

Exculpation and Indemnification. No None of the Member nor any Director or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member Member, Director or Officer other than by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in good faith the conduct of his or her office in connection with the formation of the Company or on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member Member, Director or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer the Member, Directors and Officers of the Company shall each be entitled to indemnification indemnified from and held harmless by the Company for any loss, damage or claim incurred by such Member Member, Director or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith person on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer other than by reason of willful misconduct with respect to such acts misfeasance, bad faith, gross negligence or omissionsreckless disregard of the duties involved in the conduct of his or her office; provided, however, that any indemnity under this Section 17 22 shall be provided out of and to the extent of Company assets only, and the Member no Member, Director or Officer shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or to any other person or entity who or which has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company the Company’s assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be ------------------------------- liable to the Company or Company, any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall -------- ------- be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company is a party or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that a the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Member or Officer by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that no the Member or Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member member of the Management Committee or Officer (each of whom is hereinafter referred to as a "Manager") shall be liable to the Company or any other person or entity who has an interest in the Company Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s Manager's willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by Manager by, reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, howeverhowever , that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof. 18.

Exculpation and Indemnification. No Neither a Member or Officer nor any officer of the Company shall be liable to the Company Company, any other entity or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that a Member or Officer such person shall be liable for any such loss, damage or claim incurred by reason of such Memberperson’s gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer officer of the Company shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer person by reason of any act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that no Member or Officer such person shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member such person seeking indemnification shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member member of the Management Committee or Officer (each of whom is hereinafter referred to as a "Manager") shall be liable to the Company or any other person or entity who has an interest in the Company Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s Manager's willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner manner- reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to entitledto be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof. 18.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 18 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof.

Exculpation and Indemnification. No Neither the Sole Member or Officer nor any of the Officers shall be liable to the Company Company, any other entity or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that a Member or Officer such person shall be liable for any such loss, damage or claim incurred by reason of such Memberperson’s gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a the Sole Member or Officer and the Officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer person by reason of any act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that no Member or Officer such person shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member such person seeking indemnification shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member member of the Management Committee or Officer (each of whom is hereinafter referred to as a "Manager") shall be liable to the Company or any other person or entity who has an interest in the Company Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s Manager's willful misconduct. To the full full. extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof. 18.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 11 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Neither a Member or Officer nor any officer of the Company shall be liable to the Company Company, any other entity or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that a Member or Officer such person shall be liable for any such loss, damage or claim incurred by reason of such Memberperson’s gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member Members or Officer officer of the Company shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer person by reason of any act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that no Member or Officer such person shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member such person seeking indemnification shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer Manager shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or OfficerManager’s willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 9 shall be provided out of and to the extent of Company assets only, and neither the Member Members nor the Managers shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 19 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer officer shall be liable to the Company Company, any other Members or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer officer by this Agreement, except that a Member or Officer officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officerofficer’s gross negligence or willful misconduct. To the full extent permitted by applicable law, a Member or Officer officers shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer officer by this Agreement, except that no Member or Officer officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 22 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company is a party or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that a the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s gross negligence or Officer’s willful misconduct. To the full extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Member or Officer by reason of any act or omission performed or omitted by such the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer by this Agreement, except that no the Member or Officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 18 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member member of the Management Committee or Officer (each of whom is hereinafter referred to as a "Manager") shall be liable to the Company or any other person or entity who has an interest in the Company Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s Manager's willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof. 17.

Exculpation and Indemnification. No Neither the Member or nor any Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a such Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no neither the Member or nor any Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 16 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Neither the Member or nor any Officer of the Company shall be liable to the Company Company, any other entity or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any an act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that a Member or Officer such person shall be liable for any such loss, damage or claim incurred by reason of such Memberperson’s gross negligence or Officer’s willful misconduct. To the full extent permitted by the applicable law, a the Member or Officer of the Company shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer person by reason of any act or omission performed or omitted by such Member or Officer person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer person by this Agreement, except that no Member or Officer such person shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member such person seeking indemnification shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or Company, any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be ------------------------------- liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall -------- ------- be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer Manager shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or OfficerManager’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts acts. or omissions; provided, however, that any indemnity under this Section 17 9 shall be provided out of and to the extent of Company assets only, and neither the Member Members nor the Managers shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer Manager shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or OfficerManager’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 9 shall be provided out of and to the extent of Company assets only, and neither the Member Members nor the Managers shall not have personal liability on account thereof.

Exculpation and Indemnification. No Neither the Member or nor any Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no neither the Member or nor any Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member Member· or Officer Manager shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or OfficerManager’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; providedomissions or if the actions, howeveror omissions to act, that any indemnity under this Section 17 shall be provided out of and such Member or Manager were material to the extent cause of Company assets only, action and constitute any of the Member shall not have personal liability on account thereof.follow:

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s 's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 18 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof.

Exculpation and Indemnification. No Member or nor any Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no neither the Member or nor any Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 20 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any other person or entity who has an interest in the Company is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or an Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s gross negligence or willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 23 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or of Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full fullest extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; providedProvided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer shall be liable to the Company Company, or any other person or entity who has an interest in the Company Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the no Member shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member or Officer Manager shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s 's or Officer’s Manager's willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall 9shall be provided out of and to the extent of Company assets only, and neither the Member Members nor the Managers shall not have personal liability on account thereof.

Exculpation and Indemnification. No Member member of the Management Committee or Officer (each of whom is hereinafter referred to as a Manager) shall be liable to the Company or any other person or entity who has an interest in the Company Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that a Member or Officer Manager shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s Manager's willful misconduct. To the full extent permitted by applicable law, a Member or Officer Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer Manager by reason of any act or omission performed or omitted by such Member or Officer Manager in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer Manager by this Agreement, except that no Member or Officer Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer Manager by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof. 18.