assignee and/or transferee of the Member) shall not be liable,
responsible or accountable, in damages or otherwise, to the
Company or any other person for: (i) any act performed, or the
omission to perform any act, within the scope of the power and
authority conferred on the Member by this agreement and/or by the
Statutes except by reason of acts or omissions found by a court of
competent jurisdiction upon entry of a final judgment rendered and
un-appealable or not timely appealed (“Judicially Determined”) to
constitute fraud, gross negligence, recklessness or intentional
misconduct; (ii) the termination of the Company and this Agreement
pursuant to the terms hereof; (iii) the performance by the Member
of, or the omission by the Member to perform, any act which the
Member reasonably believed to be consistent with the advice of
attorneys, accountants or other professional advisers to the
Company with respect to matters relating to the Company,
including actions or omissions determined to constitute violations of
law but which were not undertaken in bad faith; or (iv) the conduct
of any person selected or engaged by the Member.
ii. The Company, its receivers, trustees, successors, assignees
and/or transferees shall indemnify, defend and hold the Member
harmless from and against any and all liabilities, damages, losses,
costs and expenses of any nature whatsoever, known or unknown,
liquidated or unliquidated, that are incurred by the Member
(including amounts paid in satisfaction of judgments, in settlement
of any action, suit, demand, investigation, claim or proceeding
(“Claim”), as fines or penalties) and from and against all legal or
other such costs as well as the expenses of investigating or
defending against any Claim or threatened or anticipated Claim
arising out of, connected with or relating to this Agreement, the
Company or its business affairs in any way; provided, that the
conduct of the Member which gave rise to the action against the
Member is indemnifiable under the standards set forth in Section
10(a)(i).
iii. Upon application, the Member shall be entitled to receive advances
to cover the costs of defending or settling any Claim or any
threatened or anticipated Claim against the Member that may be
subject to indemnification hereunder upon receipt by the Company
of any undertaking by or on behalf of the Member to repay such
advances to the Company, without interest, if the Member is
Judicially Determined not to be entitled to indemnification.
iv. All rights of the Member to indemnification under this Section 10(a)
shall (i) be cumulative of, and in addition to, any right to which the
Member may be entitled to by contract or as a matter of law or
