6.8 Indemnification by the Company.
6.8.1 The Company shall indemnify and hold harmless each current and former Manager, TMP, Preferred Member, the Chief Executive Officer of the Company and their respective Affiliates, and, to the extent determined by the Board in its sole discretion (without creating any right to indemnity for any such Persons), any other Members and any other Officers, employees and agents of the Company (each, an Indemnitee), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, taxes, damages, liabilities, expenses of any nature (including reasonable attorneys fees and disbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements and other amounts, of any nature whatsoever, known or unknown, liquid or illiquid (collectively, Liabilities) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively, Actions), in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incident to the business of the Company, if (a) the Indemnitee acted in a manner such Person believed to be within the scope of such Indemnitees authority, and (b) the Indemnitees conduct did not constitute fraud, gross negligence or willful misconduct. The termination of an action, suit or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in clause (a) or (b) above. Notwithstanding anything to the contrary herein, the indemnity provided in this Section 6.8.1 shall not extend to any Liabilities arising from a Members breach of its representations, warranties, covenants or acknowledgements in Section 9.2.
6.8.2 Expenses incurred by an Indemnitee in defending any Action subject to this Section 6.8 shall be advanced by the Company (to the extent of available cash as determined by the Board) prior to the final disposition of such Action upon receipt by the Company of a satisfactory written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Indemnitee is not entitled to be indemnified as authorized in this Section 6.8.
6.8.3 The indemnification provided by this Section 6.8 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.
6.8.4 Any indemnification provided in this Section 6.8 hereunder shall be satisfied solely out of the Company Assets. No Member or its Affiliates shall be subject to personal liability by reason of the indemnification provisions in this Section 6.8.
6.8.5 No Indemnitee shall be denied indemnification in whole or in part under this Section 6.8 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
6.8.6 Except as set forth in Section 6.8.3, the provisions of this Section 6.8 are for the benefit of the Indemnitees only and shall not be deemed to create any rights for the benefit of any other Person. In no event shall any Indemnitee be entitled to double recovery for any liability indemnified by the Company pursuant to this Section 6.8.