Indemnitees conduct did not constitute intentional misconduct or a material breach of the terms of this Agreement and (3) the Indemnitees conduct did not involve a transaction from
which a Member, a member of the Board or Named Officer derived an improper personal benefit. The termination of any action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere, or its equivalent, shall not, of itself,
create a presumption that the Indemnitee acted in a manner contrary to the standards specified in clauses (1), (2) or (3) of this Section.
(b) To the fullest extent permitted by law, expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding
subject to this Section 5.1 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee
to repay such amount unless it is determined that such Indemnitee is entitled to be indemnified therefor pursuant to this Section.
The indemnification provided by this Section shall be in addition to any other rights to which any Indemnitee may be entitled under any other agreement, pursuant to a vote or determination by the Members, as a matter of law or otherwise, and shall
inure to the benefit of the heirs, legal representatives, successors, assigns and administrators of the Indemnitee.
indemnification under this Section shall be satisfied solely out of the assets of the Company and no Indemnitee shall have any recourse against any Member with respect to such indemnification.
(e) An Indemnitee shall not be denied indemnification in whole or in part under this Section merely because the Indemnitee had an interest in
the transaction with respect to which the indemnification applies, if the transaction was not otherwise prohibited by the terms of this Agreement and the conduct of the Indemnitee satisfied the conditions set forth in Section 5.1(a).
(f) The Company may, but shall have no obligation to, purchase and maintain insurance covering any potential liability of the Indemnitees for
any actions or omissions for which indemnification is permitted hereunder, including such types of insurance (including extended coverage liability and casualty and workers compensation) as would be customary for any person engaged in a
similar business, and may name the Indemnitees as additional insured parties thereunder.
Section 5.2 Indemnification
(a) Promptly after receipt by an Indemnitee of notice of the commencement of any action that may result
in a claim for indemnification pursuant to Section 5.1, the Indemnitee shall notify the Company in writing within thirty (30) days thereafter; provided, however, that any omission so as to notify the Company will not relieve it of any
liability for indemnification hereunder as to the particular item for which indemnification may then be sought (except to the extent that the failure to give notice shall have been materially prejudicial to the Company) nor from any other liability
that it may have to any Indemnitee.