Common use of Exculpation and Indemnification Clause in Contracts

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of Neither the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 20 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. (a) None of the MemberManager, Officers or Member or any of its respective the direct or indirect partners, managers, trustees, shareholders, members, employees, agents, officers, directors, any of their respective affiliatesagents, consultantsattorneys, employees and controlling persons (if any) of the Member or agents or any Officer the Manager, as the case may be (each an the “Indemnified PartyParties”) shall be liable liable, responsible or accountable in damages or otherwise to the Company Company, any third party or to any other Person or entity who has an interest in the Company Member for any loss, damage or claim incurred by reason of (i) any act performed or omission performed or omitted reasonably believed, in good faith, by such Indemnified Party 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 the Indemnified Party by this AgreementAgreement or otherwise by the Manager except for the gross negligence, except that an fraud or willful misconduct of any Indemnified Party shall be liable for any such lossin carrying out his or her obligations hereunder, damage or claim incurred by reason of such (ii) the Indemnified Party’s gross negligence performance of, or willful misconductfailure to perform, any act in the reasonable reliance on advice of legal counsel to the Company or (iii) the negligence, dishonesty or bad faith of any agent, consultant or broker of the Company selected, engaged or retained in good faith and with reasonable prudence. To the full extent permitted by applicable lawThe Company shall defend, an indemnify and hold harmless each Indemnified Party shall be entitled to indemnification from the Company for any claim, loss, damage or claim incurred liability, damages, obligation, cause of action and expense (including reasonable attorneys fees) (“Claim”) sustained by such Indemnified Party Person (as defined below) by reason of any act or omission performed or omitted reasonably believed by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed Person to be within the scope of the authority conferred on such the Indemnified Party by this AgreementAgreement or otherwise by the Manager except for the gross negligence, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence fraud or willful misconduct with respect of any Indemnified Party in carrying out his or her obligations hereunder. The indemnities provided for in this Agreement shall not be construed to such acts limit or omissions; provided, however, that diminish the coverage of any indemnity Indemnified Party under any insurance obtained by the Company. Payment shall not be a condition precedent to any indemnification provided in this Agreement. The indemnification obligation provided pursuant to this Section 19 18 shall be provided out survive the cessation of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.service as a Manager or an Officer. “

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees No Member or agents or any Officer (each an “Indemnified Party”) officer shall be liable to the Company Company, or any other Person person or entity who has or had an interest in the Company Company, including the Forming Person (each, an ‘‘Indemnified Party’’), for any loss, damage or claim incurred by the Company by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by the Company by reason of such Indemnified Party’s gross negligence fraud or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of for any such loss, damage or claim incurred by such Indemnified Party by reason of gross negligence such Indemnified Party’s fraud or willful misconduct with respect to such acts or omissionsmisconduct; provided, however, that any indemnity or advancement of expenses under this Section 19 20 shall be provided out of and to the extent of Company assets only, and the no Member shall have no personal liability on account thereof. The costs and expenses of any Indemnified Party reasonably incurred in defending any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Company as authorized by this Section 20.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents Member or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. a. None of the Member, any of its respective membersManagers or Officers (each, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 17(a) shall be provided out of and to the extent of Company assets only, and the Member Member, Managers or Officers shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the MemberMembers, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees the Manager or agents or any Officer Officers (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 20 shall be provided out of and to the extent of Company assets only, and neither the Manager nor any Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the No Member, any of its respective membersOfficer, employees"authorized person" or "authorized signatory", agentsas defined under this Agreement (each, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “"Indemnified Party”) "), shall be liable to the Company or any other Person person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or 's willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof.

Exculpation and Indemnification. None of Neither the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who that 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 17 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. (a) None of the MemberMembers, any of its respective membersManagers or Officers (each, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “"Indemnified Party”") shall be liable to the Company or any other Person or entity who has an interest in the Company for any loss, damage or claim (a "Loss") (or any expenses or costs associated therewith ("Costs")) incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim Loss and Costs incurred by reason of such Indemnified Party’s gross negligence 's acts or willful misconduct. To the full extent permitted by applicable law, an omissions (i) which are not in good faith or which such Indemnified Party shall did not reasonably believe to be entitled in or to indemnification from not be opposed to the best interests of the Company for any loss, damage or claim incurred which involve intentional misconduct or knowing violation of the law or (ii) from which an improper personal benefit shall have been derived by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissionsParty; provided, however, that any indemnity under this Section 19 6.03 shall be provided out of and to the extent of the Company assets only, and the Member no Member, Manager or Officer shall have no personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from to time, provided that such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company. The Company may enter into agreements with its Managers to provide for indemnification consistent with the terms and conditions set forth in this Section 6.03.

Exculpation and Indemnification. None of Neither the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who that 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents Manager or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 17 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of (a) Neither the Member, Member nor any of its respective membersshareholders, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents agents, any Manager or any Officer (each each, an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence wanton or willful reckless misconduct, as construed under Section 275.170 of the Act, as it may be amended or superceded from time to time (“Section 275.170”). To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence wanton or willful reckless misconduct (as construed under Section 275.170) with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 22 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the MemberMembers, any Manager, any Observer, any of its their respective members, employees, agents, officers, directors, any of their respective affiliatesAffiliates, consultants, employees or agents or any Officer (each each, an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 41 shall be provided out of and to the extent of Company assets only, and the Member Members, the Managers and the Observers shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “"Indemnified Party”") shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s 's gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None Neither the Members, the Managers nor any officer of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer Company (each an “Indemnified 'indemnified Party”**) shall be liable to the Company or any other Person or entity who has an interest in the Company for any loss, damage or of claim incurred by reason of any act or omission performed or omitted by the Indemnified Part}' in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Indemnified Party by this Agreement, except that the Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of the Indemnified Party's willful misconduct or gross negligence. To the fullest extent permitted by applicable law', the Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred bv the Indemnified Party by reason of any act or omission performed or omitted by the Indemnified Party 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 the Indemnified Party by this Agreement, except that an the Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Indemnified Party by reason of willful misconduct o t gross negligence or willful misconduct with respect to such acts or omissions; : provided, . however, that any indemnity indemnity' under this Section 19 12 shall be provided out of and to the extent of Company assets only, and neither the Member Members nor the Managers shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or actor omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 20 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. (a) None of the MemberManager, Officers or Member or any of its respective the direct or indirect partners, managers, trustees, shareholders, members, employees, agents, officers, directors, any of their respective affiliatesagents, consultantsattorneys, employees and controlling persons (if any) of the Member or agents or any Officer the Manager, as the case may be (each an the “Indemnified PartyParties”) shall be liable liable, responsible or accountable in damages or otherwise to the Company Company, any third party or to any other Person or entity who has an interest in the Company Member for any loss, damage or claim incurred by reason of (i) any act performed or omission performed or omitted reasonably believed, in good faith, by such Indemnified Party 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 the Indemnified Party by this AgreementAgreement or otherwise by the Manager except for the gross negligence, except that an fraud or willful misconduct of any Indemnified Party shall be liable for any such lossin carrying out his or her obligations hereunder, damage or claim incurred by reason of such (ii) the Indemnified Party’s gross negligence performance of, or willful misconductfailure to perform, any act in the reasonable reliance on advice of legal counsel to the Company or (iii) the negligence, dishonesty or bad faith of any agent, consultant or broker of the Company selected, engaged or retained in good faith and with reasonable prudence. To the full extent permitted by applicable lawThe Company shall defend, an indemnify and hold harmless each Indemnified Party shall be entitled to indemnification from the Company for any claim, loss, damage or claim incurred liability, damages, obligation, cause of action and expense (including reasonable attorneys fees) (“Claim”) sustained by such Indemnified Party Person (as defined below) by reason of any act or omission performed or omitted reasonably believed by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed Person to be within the scope of the authority conferred on such the Indemnified Party by this AgreementAgreement or otherwise by the Manager except for the gross negligence, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence fraud or willful misconduct with respect of any Indemnified Party in carrying out his or her obligations hereunder. The indemnities provided for in this Agreement shall not be construed to such acts limit or omissions; provided, however, that diminish the coverage of any indemnity Indemnified Party under any insurance obtained by the Company. Payment shall not be a condition precedent to any indemnification provided in this Agreement. The indemnification obligation provided pursuant to this Section 19 18 shall be provided out survive the cessation of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.service as a Manager or an Officer: “

Exculpation and Indemnification. None of Neither the Member, General Partner nor any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, agents and employees or agents or any Officer (each an the “Indemnified PartyParties”) shall be liable to the Company Partnership or the other Partners for any act or omission performed or omitted by the General Partner or any such other Person person except if such act or entity who has an interest in omission was the Company for result of such person’s gross negligence, willful misconduct or fraud. Each of the Indemnified Parties shall be indemnified and held harmless by the Partnership from any lossand all losses, damage expenses, claims or claim liabilities of any nature whatsoever incurred by reason such Indemnified Party (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in connection with any act or omission performed or omitted by such Indemnified Party in good faith on behalf of except if such act or omission was the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason result of such Indemnified Party’s gross negligence negligence, willful misconduct or willful misconductfraud. To the full extent permitted by applicable law, an The Indemnified Party Parties shall be entitled to indemnification from rely on the Company for advice of counsel or public accountants, or any loss, damage other person or claim incurred entity believed by such the Indemnified Party by reason of Parties to be knowledgeable about the matter at issue and any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and Indemnified Parties in a manner reasonably believed to be within the scope of the authority conferred reliance on such advice shall in no event subject the Indemnified Party by Parties to liability to the Partnership or any other Partner, provided that any such counsel, public accountant or other person or entity was selected with reasonable care. Furthermore, for purposes of this AgreementSection 4.6, except that no Indemnified Party shall be entitled deemed to be indemnified have acted in respect a manner constituting gross negligence, willful misconduct or fraud unless so found following a final adjudication by a court of competent jurisdiction and the exhaustion by the Indemnified Parties of any loss, damage or claim incurred by rights they may have to appeal such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereoffinding.

Exculpation and Indemnification. (a) None of the Member, any trustee or manager of its respective membersthe Member, employeesthe Managers, agentsOfficers, officers, directors, any of their respective affiliates, consultantsthe Plan Administrator, employees or agents or any Officer of the Company (each each, an “Indemnified Party”) shall be liable to the Company Company, the Member, any Manager or any other Person person or entity who has an interest in the Company is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 15 of 60 by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this AgreementCompany, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s willful misconduct, bad faith, gross negligence or willful misconductfraud. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this AgreementParty, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of such Indemnified Party's willful misconduct, bad faith, gross negligence or willful misconduct fraud with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of the Member, Managers, Officers and to the extent of Company assets only, and the Member other Indemnified Parties shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents Manager or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, managers, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer Manager, employee, agent, or officer or any of their respective affiliates, consultants, employees or agents (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of or any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be the indemnified in respect of to any loss, damage or claim incurred by such Indemnified Party or by reason of gross negligence or willful misconduct with respect to such acts or omissions; providedprovide, however, that any nay indemnity under this the Section 19 shall be provided out of and an to the extent of Company assets only, and the Member shall have no not personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents Member or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s fraud, gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of fraud, gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 16 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. (a) None of the Member, any trustee or manager of its respective membersthe Member, employeesthe Managers, agentsOfficers, officers, directors, any of their respective affiliates, consultantsthe Plan Administrator, employees or agents or any Officer of the Company (each each, an “Indemnified Party”) shall be liable to the Company Company, the Member, any Manager or any other Person person or entity who has an interest in the Company 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 Indemnified Party 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 Indemnified Party by this AgreementCompany, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s willful misconduct, bad faith, gross negligence or willful misconductfraud. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this AgreementParty, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of such Indemnified Party's willful misconduct, bad faith, gross negligence or willful misconduct fraud with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of the Member, Managers, Officers and to the extent of Company assets only, and the Member other Indemnified Parties shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents Member or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who 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 Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

Exculpation and Indemnification. None of the MemberMembers, any of its respective membersOfficers, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer Managers (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company for any loss, damage damage, or claim (a “Loss”) (or any expenses or costs associated therewith, including without limitation legal fees and expenses (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such lossLoss and Costs, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage Loss or claim Costs incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage Loss or claim Costs incurred by such Indemnified Party by reason of such Indemnified Party’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 5.04 shall be provided out of and to the extent of Company assets only, and the Member no Member, Manager, or Officer shall have no personal liability on account thereof.

Exculpation and Indemnification. None Neither the Member nor any officer of the Member, any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer Company (each an “Indemnified Party”) shall be liable to the Company or any other Person or entity who 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 the Indemnified Party 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 the Indemnified Party by this Agreement, except that an the Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such the Indemnified Party’s willful misconduct or gross negligence or willful misconductnegligence. To the full fullest extent permitted by applicable law, an Indemnified the mdernnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such the Indemnified Party by reason of any act or omission performed or omitted by such the Indemnified Party 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 the Indemnified Party by this Agreement, except that no the Indemnified Party shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such the Indemnified Party by reason of willful misconduct or gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 13 shall be provided out of and to the extent of Company assets only, and the Member shall not have no personal liability on account thereof.

Exculpation and Indemnification. None of the Member, any of its respective members, employees, agents, officers, directors, Board of Regents (the “Board of Regents”) and members thereof, members of its advisory bodies and councils, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company for any loss, damage or claim (including reasonable legal fees and costs) incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.] [TBD]

Exculpation and Indemnification. (a) None of the MemberMembers, any of its respective membersManagers or Officers (each, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person or entity who has an interest in the Company for any loss, damage or claim (a “Loss”) (or any expenses or costs associated therewith (“Costs”)) incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim Loss and Costs incurred by reason of such Indemnified Party’s gross negligence acts or willful misconduct. To the full extent permitted by applicable law, an omissions (i) which are not in good faith or which such Indemnified Party shall did not reasonably believe to be entitled in or to indemnification from not be opposed to the best interests of the Company for any loss, damage or claim incurred which involve intentional misconduct or knowing violation of the law or (ii) from which an improper personal benefit shall have been derived by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissionsParty; provided, however, that any indemnity under this Section 19 6.03 shall be provided out of and to the extent of the Company assets only, and the Member no Member, Manager or Officer shall have no personal liability on account thereof. The Company shall advance Costs incurred by or on behalf of an Indemnified Party in connection with any Loss within twenty (20) days after receipt by the Company from the Indemnified Party of a statement requesting such advances from to time, provided that such statement provides reasonable documentary evidence of such Costs and provides a written undertaking by the Indemnified Party to repay any and all advanced Costs in the event such Indemnified Party is ultimately determined to not be entitled to indemnification by the Company. The Company may enter into agreements with its Managers to provide for indemnification consistent with the terms and conditions set forth in this Section 6.03.

Exculpation and Indemnification. None of Neither the Member, Member nor any of its respective members, employees, agents, officers, directors, any of their respective affiliates, consultants, employees or agents or any Officer (each an “Indemnified Party”) shall be liable to the Company or any other Person person or entity who has an interest in the Company bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full fullest extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party 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 Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.