Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. (a) To the fullest extent permitted by Law, the Manager and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify, from Available Cash Flow, such Persons from and against, all Damages any of them incur by reason of any act or omission performed or omitted by such Person in a manner reasonably believed to be consistent with its rights and obligations under Law and this Agreement; provided, however, that this indemnity does not apply to Damages that are attributable to the gross negligence, willful misconduct or fraud of such Person or a material breach by the Manager or any of its Affiliates of their respective covenants or representations set forth in any of the Investment Documents or any other Fund Document to which it is a party.

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Manager Managing Member and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify, from Available Cash Flow, indemnify such Persons from and against, all Damages Claims any of them incur by reason of any act or omission performed or omitted by such Person in a manner reasonably believed to be that is consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Damages Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person or a material breach by the Manager Managing Member or the Class B Member or any Affiliate thereof of its Affiliates of their respective covenants or representations set forth in any of the Investment Documents Document or any other Fund Document to which it is a partyFacility Document.

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Manager Managing Member and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify, from Available Cash Flow, indemnify such Persons from and against, all Damages Claims any of them incur by reason of any act or omission performed or omitted by such Person in a manner reasonably believed to be consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Damages Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person or a material breach by the Manager Managing Member or the Class B Member or any Affiliate thereof of its Affiliates of their respective covenants or representations set forth in any of the Investment Documents Document or any other Fund Document to which it is a partyFacility Document.

Indemnification and Exculpation. (a) To the fullest extent permitted by Applicable Law, the Manager Managing Member and its respective officers, directors, employees and agents shall be exculpated from, and the Company shall indemnify, from Available Cash Flow, indemnify such Persons from and against, all Damages Claims any of them incur by reason of any act or omission performed or omitted by such Person in a manner reasonably believed to be that is consistent with its rights and obligations under Applicable Law and this Agreement; provided, however, that this indemnity does not apply to Damages Claims that are attributable to the gross negligence, willful misconduct or fraud of such Person or a material breach by the Manager Managing Member or the Class B Member or any Affiliate thereof of its Affiliates of their respective covenants or representations set net forth in any of the Investment Documents Document or any other Fund Document to which it is a partyFacility Document.