Common use of Indemnification Rights Clause in Contracts

Indemnification Rights. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such indemnification would violate the Investment Company Act.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in other offer and sale of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer securities of the Company or is or was serving at under the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect Securities Act pursuant to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancementthis Article I, the Company shall indemnify and hold harmless the Investor and each Person, if any, that controls the Investor within the meaning of Section 15 of the Securities Act (each a “controlling person”), their respective officers, directors, employees, stockholders, members, Representatives and Affiliates, and each controlling person of each Affiliate of any such Indemnitee in connection with of the foregoing Persons (each, a proceeding “Investor Registration Rights Indemnitee”), to the fullest extent lawful, from and against any and all Damages caused by (A) any untrue statement of material fact (or part thereofalleged untrue statement of a material fact) initiated by such Indemnitee only if such proceeding contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or part thereofin any amendment or supplement thereto, (B) was authorized any omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (C) any violation or alleged violation by the Board. Notwithstanding anything to Company of the contrary in this Section 4.8(a) Securities Act, the Exchange Act, any foreign or state securities laws or any other provision of this Agreement, for so long as rule or regulation promulgated under the Company is subject to the Investment Company Securities Act, the Exchange Act or any foreign or state securities laws; provided that the Company shall not indemnify be liable to an Investor Registration Rights Indemnitee to the extent that any such indemnification would violate Damages are directly caused by any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in strict reliance upon and strictly in conformity with written information about the Investment Investor furnished to the Company Actby or on behalf of the Investor expressly for use therein. This indemnity shall be in addition to any liability which the Company may otherwise have. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Investor Registration Rights Indemnitee and shall survive the Transfer of securities by the Investor.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened offer and sale of any securities of the Company under the Securities Act pursuant to be made a party this Article II, the Company will, and hereby agrees to, and hereby does, indemnify and hold harmless, to or is otherwise involved (includingthe fullest extent permitted by law, without limitationthe Holders, their Affiliates and, as a witnessapplicable, their respective directors, officers, employees, stockholders, members or general and limited partners in the offering or sale of such securities (and their respective directors, officers, employees, stockholders, members or general and limited partners), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director, employee, stockholder, managing director, affiliate, representative, successor, assign or partner of such underwriter or Qualified Independent Underwriter, or any such underwriter or Qualified Independent Underwriter within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any actual settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or threatened actiondelayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceedingClaims”), insofar as such Claims arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary Prospectus or any amendment or supplement thereto, together with the documents incorporated by reason reference therein, or any Free Writing Prospectus utilized in connection therewith, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the fact that he is circumstances under which they were made, not misleading or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in iii) any other capacity while so serving, shall be indemnified and held harmless violation by the Company of any federal, state or common law rule or regulation applicable to the full extent permitted Company and relating to action required of or inaction by the LLC Act Company in connection with any such registration, and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of will reimburse any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), indemnified party for any legal or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and expenses reasonably incurred or suffered by such Indemnitee indemnified party in connection therewithwith investigating or defending any such Claim as such expenses are incurred; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee be liable to any such indemnified party in any such case to the extent such indemnification would violate Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such Registration Statement or amendment thereof or supplement thereto or in any such Prospectus or any preliminary, final or summary Prospectus or Free Writing Prospectus in reliance upon and in strict conformity with written information furnished to the Investment Company Actby or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by the Holders.

Indemnification Rights. Each Person who was (a) From and after the Effective Time, to the extent not covered by the insurance set forth in the next succeeding sentence, Parent shall indemnify, defend and hold harmless the officers, directors and employees of the Company or is any of its subsidiaries against all losses, expenses, claims, damages or liabilities arising out of claims brought or made a party by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or is threatened required under applicable law and shall advance expenses prior to be made a party the final disposition of such claims and liabilities to which this sentence applies. Parent agrees that all rights to indemnification now existing in favor of the directors, officers or is otherwise involved employees of the Company or any of its subsidiaries (including, without limitation, any person who was or becomes a director, officer or employee prior to the Effective Time (the "INDEMNIFIED PARTIES")) under the Delaware Law or as a witness) provided in any actual the Company's Amended and Restated Certificate of Incorporation or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service By-Laws with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director matters occurring on or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company prior to the Effective Time shall survive the Merger and shall continue in full extent permitted by force and effect for a period of not less than six years after the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended Effective Time (butor, in the case of any such amendment, only claims or other matters occurring on or prior to the extent that expiration of such amendment permits six year period which have not been resolved prior to the expiration of such six year period, until such matters are finally resolved) and Parent shall honor, and shall cause the Company to provide broader indemnification rights honor, all such rights. Parent shall cause to be maintained in effect for not less than said law permitted six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by the Company (provided that Parent may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to provide prior to such amendment)the Company's directors, officers or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(cemployees) with respect to proceedings matters occurring on or prior to enforce rights to indemnification and advancement, the Effective Time; provided that in no event shall Parent or the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by be required to expend annually more than 200% of the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as amount that the Company is subject spent for these purposes in the last fiscal year to the Investment Company Act, maintain or procure insurance coverage pursuant hereto; and provided further that if Parent or the Company shall not indemnify an Indemnitee are unable to obtain the extent insurance called for by this section, Parent or the Company will obtain as much comparable insurance as is available for such indemnification would violate the Investment Company Actamount per year.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in other offer and sale of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer securities of the Company or is or was serving at under the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect Securities Act pursuant to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancementthis Article II, the Company shall indemnify and hold harmless the Shareholder and each Person, if any, that controls the Shareholder within the meaning of Section 15 of the Securities Act (each a “controlling person”), their respective officers, directors, employees, stockholders, general and limited partners, members, Representatives and Affiliates, and each controlling person of each Affiliate of any such Indemnitee of the foregoing Persons (each, a “Shareholder Registration Rights Indemnitee”), to the fullest extent lawful, from and against any and all Damages caused by, relating to, arising out of, or in connection with a proceeding (A) any untrue statement of material fact (or part thereofalleged untrue statement of a material fact) initiated by such Indemnitee only if such proceeding contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or part thereofin any amendment or supplement thereto, or (B) was authorized by any omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the Board. Notwithstanding anything to statements therein, in light of the contrary in this Section 4.8(a) or any other provision of this Agreementcircumstances under which they were made, for so long as the Company is subject to the Investment Company Act, not misleading; provided that the Company shall not indemnify an be liable to a Shareholder Registration Rights Indemnitee to the extent that any such indemnification would violate Damages are directly caused by any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information about the Investment Shareholder furnished to the Company Actby or on behalf of the Shareholder expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Shareholder Registration Rights Indemnitee and shall survive the transfer of securities by the Shareholder.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in other offer and sale of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer securities of the Company or is or was serving at under the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect Securities Act pursuant to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancementthis Article II, the Company shall indemnify and hold harmless the Shareholder and each Person, if any, that controls the Shareholder within the meaning of Section 15 of the Securities Act (each a “controlling person”), their respective officers, directors, employees, stockholders, general and limited partners, members, Representatives and Affiliates, and each controlling person of each Affiliate of any such Indemnitee in connection with of the foregoing Persons (each, a proceeding “Shareholder Registration Rights Indemnitee”), to the fullest extent lawful, from and against any and all Damages arising out of or based upon (A) any untrue statement of material fact (or part thereofalleged untrue statement of a material fact) initiated by such Indemnitee only if such proceeding contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or part thereofin any amendment or supplement thereto or (B) was authorized by any omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the Board. Notwithstanding anything to statements therein, in light of the contrary in this Section 4.8(a) or any other provision of this Agreementcircumstances under which they were made, for so long as the Company is subject to the Investment Company Act, not misleading; provided that the Company shall not indemnify an be liable to a Shareholder Registration Rights Indemnitee to the extent that any such indemnification would violate Damages are arising out of or based upon any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information about the Investment Shareholder furnished to the Company Actby or on behalf of the Shareholder expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Shareholder Registration Rights Indemnitee and shall survive the transfer of securities by the Shareholder.

Indemnification Rights. Each Person who was or is made a party or is threatened To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each member of the Board of Managers, each officer of the Company, each Member, the Tax Matters Member and each of their respective affiliates (all indemnified persons being referred to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”Indemnified Persons” for purposes of this Article 13), from any liability, loss or damage incurred by the Indemnified Person by reason of any act performed or omitted to be performed by the fact that he is or was a Director or officer Indemnified Person in connection with the business of the Company and from liabilities or is or was serving at the request obligations of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis imposed on such Person by virtue of such proceeding is alleged action in an official capacity as a Director or officer or in Person’s position with the Company, including reasonable attorneys’ fees and costs and any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, amounts expended in the case settlement of any such amendmentclaims of liability, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), loss or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewithdamage; provided, however, that except as provided in if the liability, loss, damage or claim arises out of any action or inaction of an Indemnified Person, indemnification under this Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company 13.1 shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee be available only if such proceeding action or inaction was not expressly prohibited by this Agreement and (a) either (i) the Indemnified Person, at the time of such action or part thereofinaction, determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the Company or (ii) was authorized in the case of inaction by the Board. Notwithstanding anything Indemnified Person, the Indemnified Person did not intend its, his or her inaction to be harmful or opposed to the contrary in best interests of the Company and (b) the action or inaction did not constitute fraud or willful misconduct by the Indemnified Person; provided, further, however, that indemnification under this Section 4.8(a) or any other provision 13.1 shall be recoverable only from the assets of this Agreement, for so long as the Company is subject to and not from any assets of the Investment Company Act, the Members. The Company shall advance reasonable attorneys’ fees of an Indemnified Person as incurred, provided that such Indemnified Person executes an undertaking, with appropriate security if requested by the Board of Managers, to repay the amount so paid or reimbursed in the event that a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not indemnify an Indemnitee entitled to indemnification under this Article 13. The Company may pay for insurance covering liability of the extent such indemnification would violate Indemnified Persons for negligence in operation of the Investment Company ActCompany’s affairs.

Indemnification Rights. Each From and after the Effective Time, to the fullest extent permitted under applicable Law, the Parent and the Surviving Company (the “Indemnifying Parties”) shall indemnify, defend and hold harmless each Person who was is now, or is made a party has been at any time prior to the date hereof or is threatened who becomes prior to be made a party to the Effective Time, an officer, director or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer agent of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan and its Subsidiaries (hereinaftereach, an “IndemniteeIndemnified Party”) against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement), whether and shall reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred, subject to the basis Surviving Company’s receipt of an undertaking by such proceeding Indemnified Party to repay such legal and other fees and expenses paid in advance if it is alleged action ultimately determined in an official capacity as a Director or officer or in any other capacity while so serving, shall final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other under applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewithLaw; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Surviving Company shall indemnify will not be liable for any such Indemnitee in connection with a proceeding settlement effected without the Surviving Company 's prior written consent (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company which consent shall not indemnify an Indemnitee to the extent such indemnification would violate the Investment Company Actbe unreasonably withheld, conditioned or delayed).

Indemnification Rights. Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (includingi) The Company shall indemnify and hold harmless Purchaser and each Person, without limitationif any, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative that controls Purchaser within the meaning of the Section 15 of the Securities Act (hereinafter each a “proceedingcontrolling person”)) and the respective officers, by reason directors, stockholders, partners, members and Affiliates of the fact that he is or was Purchaser and each controlling person (each, a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Registration Rights Indemnitee”), whether to the basis fullest extent lawful, from and against any and all Damages, directly or indirectly caused by, relating to, arising out of, based upon or in connection with (A) any untrue statement of such proceeding is alleged action material fact contained in an official capacity as a Director or officer any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any other capacity while so servingamendment or supplement thereto, shall or (B) any omission or alleged omission to state in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or in any amendment or supplement thereto, any material fact required to be indemnified and held harmless by stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only Registration Rights Indemnitee to the extent that any such Damages are directly caused by an untrue statement or omission made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment permits or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of Purchaser and approved expressly for use therein. This indemnity agreement shall be in addition to provide broader indemnification rights than said law permitted any Liability which the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such indemnification would violate the Investment Company Actmay otherwise have.

Indemnification Rights. Each Person who was (i) In the event of any registration or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in other offer and sale of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer securities of the Company or is or was serving at under the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect Securities Act pursuant to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancementthis Article I, the Company shall indemnify and hold harmless the Investors and each Person, if any, that controls the Investors within the meaning of Section 15 of the Securities Act (each a “controlling person”), their respective officers, directors, employees, stockholders, members, Representatives and Affiliates, and each controlling person of each Affiliate of any such Indemnitee in connection with of the foregoing Persons (each, a proceeding “Investor Registration Rights Indemnitee”), to the fullest extent lawful, from and against any and all Damages caused by (A) any untrue statement of material fact (or part thereofalleged untrue statement of a material fact) initiated by such Indemnitee only if such proceeding contained in any Disclosure Package, any Registration Statement, any Prospectus (including any preliminary Prospectus), any Free Writing Prospectus, or part thereofin any amendment or supplement thereto, (B) was authorized any omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (C) any violation or alleged violation by the Board. Notwithstanding anything to Company of the contrary in this Section 4.8(a) Securities Act, the Exchange Act, any foreign or state securities laws or any other provision of this Agreement, for so long as rule or regulation promulgated under the Company is subject to the Investment Company Securities Act, the Exchange Act or any foreign or state securities laws; provided that the Company shall not indemnify be liable to an Investor Registration Rights Indemnitee to the extent that any such indemnification would violate Damages are directly caused by any untrue statement or omission (or alleged untrue statement or omission) made in such Disclosure Package, Registration Statement, Prospectus (including any preliminary Prospectus), Free Writing Prospectus, or any amendment or supplement thereto, in strict reliance upon and strictly in conformity with written information about the Investment Investors furnished to the Company Actby or on behalf of the Investors expressly for use therein. This indemnity shall be in addition to any liability which the Company may otherwise have. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of any Investor Registration Rights Indemnitee and shall survive the Transfer of securities by the Investor.

Indemnification Rights. Each Person From and after the Effective Time, Buyer shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify the present and former directors and officers of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) who was or is made a party or is threatened at any time prior to be made a party the Effective Time were entitled to or is otherwise involved eligible for indemnification, exculpation and advancement of expenses under the Organizational Documents of the Company existing on the date hereof to the same extent as such Indemnified Parties are entitled to or eligible for indemnification, exculpation and advancement of expenses under such Organizational Documents in respect of actions or omissions related to such Indemnified Party’s service as a director or officer of the Company or its Subsidiaries occurring at or prior to the Effective Time (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”the Contemplated Transactions), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, that, except as provided for counsel engaged for one or more Indemnified Parties on the date hereof, neither the Surviving 39 Corporation nor Buyer shall be obligated under this Section 5.8(a) to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in Section 4.8(c) any jurisdiction with respect to proceedings any single legal action except to enforce rights the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided, further, that the Surviving Corporation and Buyer shall have no obligation hereunder to indemnification and advancementany Indemnified Party unless, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only legal action, Buyer and the Surviving Corporation, if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything and to the contrary in extent required by Applicable Law, receive an undertaking by or on behalf of such Indemnified Party to repay such legal fees, costs and expenses if it is ultimately determined under Applicable Law that such Indemnified Party is not entitled to be indemnified. Any Indemnified Party wishing to claim indemnification, exculpation and advancement of expenses under this Section 4.8(a) or 5.8, upon learning of any other provision of this Agreementsuch legal action, for shall notify in writing the Surviving Corporation and Buyer, provided that the failure to so long as the Company is subject to the Investment Company Act, the Company notify shall not indemnify an Indemnitee affect the obligations under this Section 5.8(a) of the Surviving Corporation and Buyer, except to the extent such indemnification would violate the Investment Company Actfailure to notify materially prejudices such party.

Indemnification Rights. Each Person who was (a) If during the Term of this Agreement or for a three (3) year period thereafter, Consultant is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “"proceeding”"), by reason of the fact that that: (i) he is was, prior to the date hereof, a director, officer or was a Director or officer employee of the Company or is or was Company, (ii) he was, prior to the date hereof, serving at the request of the Company as a director director, officer or officer employee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, including service with respect to an employee benefit plan plans, or (hereinafteriii) he was, an “Indemnitee”)during the Term of this Agreement, serving as a consultant to the Company or, at the request of the Company, serving as a director, officer or employee of North American Environmental Group, Inc. or any other corporation, partnership, joint venture, trust or other enterprise pursuant to the terms of this Agreement, in any such case, whether the basis of such proceeding is alleged action or inaction in an official capacity as a Director director, officer, employee or officer or in any other capacity while so servingconsultant, then Consultant shall be indemnified and held harmless by the Company to the full fullest extent permitted authorized by the LLC Act and General Corporation Law of the Investment State of Delaware (it being understood that Consultant will be treated in a manner similar to a director, officer or employee with respect to the indemnification obligations of Company Actin Consultant's capacity as a consultant), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said such law permitted the Company to provide prior to such amendment) (the "GCL"), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, including attorneys’ ' fees, costs and charges, judgments, fines, ERISA excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee Consultant in connection therewith, whether occurring before, during or after the Term of this Agreement, and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancementthis Section, the Company shall indemnify any such Indemnitee Consultant in connection with a proceeding (or part thereof) initiated by such Indemnitee Consultant only if such proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company. Notwithstanding anything The right to the contrary indemnification conferred in this Section 4.8(a) or any other provision of this Agreement, for so long as shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the GCL requires, the payment of such expenses incurred by Consultant in his capacity as a director, officer, employee or consultant (and not in any capacity in which service was or is subject rendered by Consultant while a director, officer, employee or consultant to any employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Investment Company Actof an undertaking, the Company by or on behalf of Consultant, to repay all amounts so advanced if it shall ultimately be determined that Consultant is not indemnify an Indemnitee entitled to the extent such indemnification would violate the Investment Company Actbe indemnified under this Section or otherwise.