Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Managing Member and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify such Persons from and against, all Claims any of them incur by reason of any act or omission performed or omitted by such Person in a manner that is consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person or a breach by the Managing Member or the Class B Member or any Affiliate thereof of its covenants or representations set forth in any Investment Document or any Facility Document.

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Managing Member Manager and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify indemnify, from Available Cash Flow, such Persons from and against, all Claims Damages any of them incur by reason of any act or omission performed or omitted by such Person in a manner that is reasonably believed to be consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Claims Damages that are attributable to the gross negligence, willful misconduct or fraud of such Person or a material breach by the Managing Member or the Class B Member Manager or any Affiliate thereof of its Affiliates of their respective covenants or representations set forth in any of the Investment Document Documents or any Facility Documentother Fund Document to which it is a party.

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Managing Member and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify such Persons from and against, all Claims any of them incur by reason of any act or omission performed or omitted by such Person in a manner that is reasonably believed to be consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person or a breach by the Managing Member or the Class B Member or any Affiliate thereof of its covenants or representations set forth in any Investment Document or any Facility Document.

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Managing Member and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify such Persons from and against, all Claims any of them incur by reason of any act or omission performed or omitted by such Person in a manner that is consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person or a breach by the Managing Member or the Class B Member or any Affiliate thereof of its covenants or representations set net forth in any Investment Document or any Facility Document.

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Managing each Member and its their respective officers, directors, employees and agents shall will be exculpated from, and the Company shall will indemnify such Persons from and against, all Claims any of them incur by reason of any act or omission performed or omitted by such Person in connection with the conduct of the affairs of the Company and Holdings in a manner that is reasonably believed to be consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person Person, or a for clarification, to such Person’s breach by of any of the Managing Member or the Class B Member or any Affiliate thereof of its representations, covenants or representations set forth in any Investment Document or any Facility Documentagreements under this Agreement.