Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither the Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither the Economic Member, any Independent Member nor any officerOfficer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To Neither the fullest extent permitted by applicable law, neither the LLC Member nor any officerOfficer, directorDirector, employee or agent of the Company nor any employee, representative, agent or Affiliate affiliate of the foregoing LLC Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this LLC Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this LLC Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To a. No Member, Officer, Director, employee or agent of the fullest extent permitted by applicable lawCompany and no employee, neither the Member nor any officer, director, employeerepresentative, agent or Affiliate of the foregoing Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To a. No Member, Officer, Director, employee or agent of the fullest extent permitted by applicable lawCompany and no employee, neither the Member nor any officer, director, employeerepresentative, agent or Affiliate of the foregoing Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or 's willful misconduct.

Exculpation and Indemnification. (a) To The Member shall not, and no Officer, Manager, employee or agent of the fullest extent permitted by applicable lawCompany and no employee, neither the Member nor any officer, director, employeerepresentative, agent or Affiliate of the foregoing Member (collectively, the “Covered Persons”) shall shall, be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To a. No Member, Officer, Manager, employee or agent of the fullest extent permitted by applicable lawCompany and no employee, neither the Member nor any officer, director, employeerepresentative, agent or Affiliate of the foregoing Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or 's willful misconduct.

Exculpation and Indemnification. (a) To a. No Member, employee or agent of the fullest extent permitted by applicable lawCompany and no director, neither the Member nor any officer, directoremployee, employeerepresentative, agent or Affiliate of the foregoing Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable lawLaw, neither the Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “no Covered Persons”) Person shall be liable to the Company or any other Person who that is a party to 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 Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To Neither the fullest extent permitted by applicable law, neither the Sole LLC Member nor any officerOfficer, directorDirector, employee or agent of the Company nor any employee, representative, agent or Affiliate of the foregoing Sole LLC Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or 's willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither Neither the Member nor the Special Members nor any officerIndependent Manager, directoremployee or agent of the Company nor any employee, employeerepresentative, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither the Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “no Covered Persons”) Person shall be liable to the Company or any other Person who that is a party to 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 Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither the Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “no Covered Persons”) Person shall be liable to the Company or any other Person who that is a party to 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 Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither a. Neither the Member nor any officerOfficer, directorDirector, employee or agent of the Company nor any employee, representative, agent or Affiliate of the foregoing Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable lawLaw, neither the Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “no Covered Persons”) Person shall be liable to the Company or any other Person who that is a party to 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 Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To Neither the fullest extent permitted by applicable law, neither the Member Stockholder nor any officerOfficer, directorDirector, employee or agent of the Exchange nor any employee, representative, agent or Affiliate of the foregoing Stockholder (collectively, the “"Covered Persons”") shall be liable to the Company Exchange or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company Exchange and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or 's willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither the Member Manager, nor the Members nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To a. No Member, Officer, Director, manager, employee or agent of the fullest extent permitted by applicable lawCompany and no employee, neither the Member nor any officer, director, employeerepresentative, agent or Affiliate of the foregoing Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither the Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “No Covered Persons”) Person shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of to the extent that it is finally judicially determined that the loss, damage or claim resulted from such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither Neither the Member nor the Special Member nor any officerOfficer, directorDirector, employee or agent of the Company nor any employee, representative, agent or Affiliate of the foregoing Member or the Special Member (collectivelyeach, the “a "Covered Persons”Person") shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither the Member nor the Special Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither a. Neither the Member nor any officerOfficer, directorDirector, employee or agent of the Company and no employee, representative, agent or Affiliate of the foregoing Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To No Member, Officer, Director, employee or agent of the fullest extent permitted by applicable lawCompany, neither the Member nor any officerand no employee, director, employeerepresentative, agent or Affiliate of the foregoing Member (collectively, the “Covered Persons”) shall be liable to the Company or to any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither Neither the Member nor any officerOfficer, directorDirector, employee or agent of the Company nor any employee, representative, agent or Affiliate of the foregoing Member (collectively, the “Covered Persons”"COVERED PERSONS") shall be liable to the Company or any other Person who is bound by this Agreement has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) To the fullest extent permitted by applicable law, neither Neither the Member nor any officerOfficer, directorDirector, employee or agent of the Company nor any employee, representative, agent or Affiliate affiliate of the foregoing Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person person or entity who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered 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 Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.