Reimbursement and Indemnity of the Partnership Representative and Managing Member Sample Clauses

Reimbursement and Indemnity of the Partnership Representative and Managing Member. The Partnership Representative and the Managing Member shall be entitled to reimbursement from the Company for reasonable costs it incurs in performing their duties under the Partnership Audit Rules. In addition to any indemnification provided by Section 6.3 or 6.4 of this Agreement, the Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless the Managing Member, the Partnership Representative, their respective Affiliates and their respective stockholders, officers, partners, directors, members, managers, agents and employees, and representatives from, against and with respect to any liabilities arising out of or in connection with the duties of the Partnership Representative, as applicable, except to the extent that it is finally judicially determined by a court of competent jurisdiction that such liabilities arose out of or were related to actions or omissions constituting fraud, bad faith, gross negligence, intentional misconduct or a knowing violation of law. The Company shall reimburse the Managing Member and the Partnership Representative for their reasonable legal expenses and other expenses incurred in connection with defending any claim with respect to such liabilities and the Managing Member and the Partnership Representative shall agree to reimburse promptly the Company for such amounts if it is finally judicially determined that the Managing Member or Partnership Representative (as applicable) was not entitled to indemnity hereunder. Each Member hereby waives, releases and agrees not to sue the Managing Member, the Partnership Representative, or any of their Affiliates, officers, directors, employees, attorneys, partners or agents, for damages in respect of any claim arising out of or in connection with the Partnership Representative’s duties under this Agreement except to the extent that it is finally judicially determined by a court of competent jurisdiction that such damages arose out of or were related to actions or omissions constituting fraud, bad faith, gross negligence, intentional misconduct or a knowing violation of law.