organization. The Company shall have the power to purchase and maintain insurance on behalf of the Indemnified Persons against any liability asserted against or incurred by them. The duty of the
Company to indemnify the Indemnified Persons under this Section 18 shall not extend to actions or omissions of any Indemnified Person which are grossly negligent or which involve fraud, misrepresentation, bad faith, or other willful misconduct
by such Indemnified Person or which are in material breach or violation by such Indemnified Person of this Agreement, in each case as determined by a court of competent jurisdiction. No Indemnified Person shall be liable to the Company or any other
Member for actions taken in good faith. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall be limited to the assets of the Company, and no recourse shall be available against any Member for satisfaction of
such indemnification obligations of the Company.
(a) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(b) Captions. All captions used in
this Agreement are for convenience only and shall not affect the meaning or construction of any provision hereof.
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
(d) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.
Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be effective and deemed delivered or given, as the case may be, (i) if given by facsimile, when
transmitted and the appropriate confirmation is received from the machine transmitting such facsimile, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day, (ii) if given by reputable
overnight courier, on the next business day, (iii) if by hand delivery, when delivered (iv) if mailed, on the second business day following the day on which sent by first class mail or (v) if electronically mailed, when transmitted,
and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day.