Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. Except as otherwise provided in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Member and any officers, employees, and agents of the Company or the Member shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, officer, employee, or agent. In accordance with Section 18-108 of the Act, the Company shall indemnify and hold harmless the Member and each officer of the Company (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company, regardless of whether the Indemnitee continues to be a Member or an officer of the Company at the time any such liability or expense is paid or incurred, but only if the Indemnitee’s course of conduct does not constitute willful misconduct; provided, however, that the foregoing shall not require the Company to indemnify any person in connection with any claim, action, suit, proceeding or counterclaim initiated by or on behalf of such person.

Limitation on Liability; Indemnification. Except as otherwise provided in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Member and any officers, employees, and agents of the Company or the Member shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, officer, employee, or agent. In accordance with Section 18-108 of the Act, the Company shall indemnify and hold harmless the Member and each officer of the Company (individually, in each case, an “Indemnitee”"INDEMNITEE") to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ ' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company, regardless of whether the Indemnitee continues to be a Member or an officer of the Company at the time any such liability or expense is paid or incurred, but only if the Indemnitee’s 's course of conduct does not constitute willful misconduct; provided, however, that the foregoing shall not require the Company to indemnify any person in connection with any claim, action, suit, proceeding or counterclaim initiated by or on behalf of such person.

Limitation on Liability; Indemnification. Except as otherwise provided in the Act, the debts, obligations, and liabilities of the CompanyLLC, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the CompanyLLC. None of the Member Member, the Manager, and any officers, employees, and agents of the Company LLC or the Member shall be obligated personally for any debt, obligation, or liability of the Company LLC solely by reason of his, her, or its status as such Member, Manager, officer, employee, or agent. In accordance with Section 18-108 The failure of the ActLLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, the Company Manager, or the officers, employees, and agents of the LLC or its Member for liabilities of the LLC. The LLC shall indemnify and hold harmless the Member Member, the Manager, and each officer any officers, employees and agents of the Company LLC or the Member (individually, in each case, an “Indemnitee”) ), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incidental to the business or activities of or relating to the CompanyLLC, regardless of whether the Indemnitee continues to be a Member the Member, the Manager, or an officer of the Company officer, employee, or agent, at the time any such liability or expense is paid or incurred, but only if the Indemnitee’s course of conduct does not constitute willful misconduct; provided, however, that the foregoing this provision shall not require eliminate or limit the Company liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to indemnify any person in connection with any claimthe LLC or the Member or (ii) for acts or omissions which involve intentional misconduct, actiongross negligence, suit, proceeding or counterclaim initiated by or on behalf a knowing violation of such personlaw.