Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who 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) No MemberNeither the Member nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member (collectively, the “Covered Persons”) shall shall, to the fullest extent permitted by law, be liable to the Company or any other person or entity who Person 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No None of the Member, Managerany Director, any Officer, employee or any agent of the Company and no affiliateany employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member Member, the Directors or the Officers (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who Person 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “Covered Persons”) shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company Company, the Member or any other person or entity who 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) No MemberNeither the Member nor the Special Member nor any Officer, ManagerDirector, OfficerIndependent Director, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No The Member shall not, and no Special Member, Officer, Manager, Officer, employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member (other than the Company) (collectively, the “Covered Persons”) shall shall, be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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 negligence, bad faith or willful misconduct.

Exculpation and Indemnification. (a) No MemberNeither the Member nor any Special Member nor any Officer, Manager, Officer, employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberA. Neither the Manager nor any employee, Managerrepresentative, Officer, employee agent or agent Affiliate of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member Manager (collectively, the “Covered Persons”"COVERED PERSONS") shall be liable to the Members, the Company or any other person Person who has an interest in or entity who is a party to claim against the Company or is otherwise bound by this Agreement any Additional Property Owner Entity or Owner Entity 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “"Covered ------- Persons”") shall be liable to the Company or any other person Person who has an interest ------- in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, Officer, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “Covered Persons”) shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Neither CHEC, the Member, the Special Member, the Independent Manager, any Officer, nor any employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officeragent or Affiliate of CHEC, director, employee the Member or agent of the Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person or entity Person who is a party to or is otherwise bound by this Agreement has an interest in 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 person's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, member, manager, employee or agent of the any Member or Manager (collectively, the “Covered Persons”) shall be liable to the Company Company, Manager, any Member or any other person or entity who 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 intentional misconduct.

Exculpation and Indemnification. (a) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “"Covered Persons”") shall be liable to the Company or any other person or entity Person who 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 's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) No MemberNeither the Member nor the Special Member nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberNeither the Member nor the Special Member nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberNeither the Member nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member (collectively, the “Covered Persons”) shall shall, to the fullest extent permitted by law, be liable to the Company or any other person or entity who Person 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “Covered Persons”"COVERED PERSONS ") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberA. Neither the Members nor any employee, Managerrepresentative, Officer, employee agent or agent Affiliate of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member Members (collectively, the “Covered Persons”"COVERED PERSONS") shall be liable to the Members, the Company or any other person Person who has an interest in or entity who is a party to claim against the Company or is otherwise bound by this Agreement any Additional Property Owner Entity or Owner Entity 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) No Neither CFS, the Member, the Special Member, any Independent Manager, any Officer, nor any employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officeragent or Affiliate of CFS, director, employee the Member or agent of the Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person or entity Person who is a party to or is otherwise bound by this Agreement has an interest in 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 person's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) No None of the Member, Managerthe Special Members or any Officer, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or Special Members (collectively, the “"Covered Persons”") ------- ------- shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Member, Manager, Officer, employee or agent of Neither the Company and no affiliate, stockholder, Managing Member nor any officer, director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Managing Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Neither CLC, the Member, the Special Member, any Manager, any Officer, nor any employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officeragent or Affiliate of CLC, director, employee the Member or agent of the Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person or entity Person who is a party to or is otherwise bound by this Agreement has an interest in 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 person's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) No MemberNeither the Member nor any Special Member nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or any Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Member, Manager, Officer, Neither the Member nor any employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member (collectively, the “Covered Persons”) shall shall, to the fullest extent permitted by law, be liable to the Company or any other person or entity who Person 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) No MemberNeither the Economic Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Economic Member or the Special Members (collectively, the “Covered Persons”"COVERED PERSONS") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Member, Manager, None of the Member or any Officer, Managing Director or employee or agent of the Company (and no affiliate, stockholder, officer, director, employee or agent Affiliate of any such Person other than the Member Company) (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity Person who is a party to or is otherwise bound by this Agreement 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) a. No Member, Special Member, Independent Manager, Officeremployee, employee agent or agent Affiliate of the Company and no affiliatedirect or indirect employee, stockholderrepresentative, officerpartner, director, employee agent or agent Affiliate of the Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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 Agreement excepting 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) No MemberA. Neither the Manager nor any employee, Managerrepresentative, Officer, employee agent or agent Affiliate of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member Manager (collectively, the “Covered Persons”"COVERED PERSONS") shall be liable to the Members, - 39 - the Company or any other person Person who has an interest in or entity who is a party to claim against the Company or is otherwise bound by this Agreement any Additional Property Owner Entity or Owner Entity 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) No Neither the Member, the Special Member, the Independent Manager, any Officer, nor any employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or Special Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity Person who is a party to or is otherwise bound by this Agreement has an interest in 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 Personperson’s gross negligence or willful misconduct.

Exculpation and Indemnification. (a) No Neither the Member, Managerthe Special Members, Officer, employee or the Independent Managers nor any agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member Member, Special Members or Independent Managers (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberNeither the Member nor the Special Member nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Member or the Independent Director (collectivelyeach, the a “Covered PersonsPerson”) shall be liable to the Company or any other person or entity who is a party to or is otherwise Person 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or any Special Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Neither the Member, the Special Member, any Manager, any Officer, nor any employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person or entity Person who is a party to or is otherwise bound by this Agreement has an interest in 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 person's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) No Neither CHEC, the Member, the Special member, the Independent Manager, any Officer, nor any employee or agent of the Company and no affiliateemployee, stockholderrepresentative, officeragent or Affiliate of CHEC, director, employee or agent of the Member or Special member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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 person's gross negligence or willful misconduct.

Exculpation and Indemnification. (a) No MemberMembers, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member Members (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an --------------- interest in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberNeither the Member any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member (collectively, the “Covered Persons”) shall shall, to the fullest extent permitted by law, be liable to the Company or any other person or entity who Person 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) No To the fullest extent permitted by applicable law, none of the Member, Managerthe Managers, Officer, employee the Officers or agent of the Company and no affiliate, stockholder, any officer, director, employee employee, agent or agent Affiliate of the Member foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity Person who 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) No MemberA. Neither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No None of the Member, Managerthe Special Member, any Officer, Director, employee or agent of the Company and no affiliateor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No MemberNeither the Member nor any Officer, Manager, Officer, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member (collectively, the “Covered Persons”) shall shall, to the fullest extent permitted by law, be liable to the Company or any other person or entity who Person 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or any Special Member (collectively, the “"Covered Persons”") shall be liable to the Company or any other person Person who has an interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the the- “Covered Persons”) shall be liable to the Company or any other person or entity who 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) No MemberNeither the Member nor the Special Members nor any Officer, Manager, OfficerDirector, employee or agent of the Company and no affiliatenor any employee, stockholderrepresentative, officer, director, employee agent or agent Affiliate of the Member or the Special Members (collectively, the “"Covered ------- Persons”") shall be liable to the Company or any other person Person who has an ------- interest in or entity who is a party to or is otherwise bound by this Agreement 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) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who 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 AgreementAgreement , 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) No MemberNeither the Member nor any Officer, Manager, Officeremployee, employee representative, agent, or agent Affiliate of the Company and no affiliate, stockholder, officernor any Officer, director, employee Manager, general partner, employee, representative, agent, or agent Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity Person who 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.