賠償條款翻譯-中英對照

（d）本公司可以為理事會或管理人員，以及理事會指定的人員購買并持有保險（或償還理事會或其分支機構的保險費用），該人員在從事本公司相關活動時造成的任何責任或費用，免除相關責任，不論本公司是否有權根據本協定的規定，對相關人員免除賠償責任。
（e）在任何情況下，接受賠償者必須遵循本協議所規定的賠償條款對合同方進行賠償的理由事項。
（f）接受賠償者不得剝奪在6.9條款中規定的接受賠償者的全部或部分賠償條款，因為接受賠償者在交易中，享有適用接受賠償者的相關賠償權益，如果交易為本協議的條款所許可。（g）6.9條款規定了接受賠償者，繼承人，繼任者，指派人員和管理人員的利益，不應視為對任何人謀利而設定的其它任何權利。
（h）6.9條款規定的任何修正條款或任何修改條款的或廢除條款內容，不得以任何方式終止，減少或損害任何過去，現在或將來接受賠償者對本公司賠償權益，同時也包括本公司的任何有關賠償權益，按照6.9條款規定，該修訂、修改或廢除而產生或有關事項發生的債權立即生效之前，無論是全部或部分，無論這種索賠是否提出或出現。
（i）每個會員要求承認并同意（i）該會員已仔細閱讀本協議，（ii）作出決定按在協議規定日期成為本協議成員，由其代表提出的獨立調查之日起加入本協議和條款，（HI）會員特此放棄和解除因本協議不公平，對本公司和/或經理任何索賠，或其它對該會員的董事會成員造成損害的索賠。
6.10接受賠償者的責任
（a）盡管在本協議有相反內容事項的規定，接受賠償者對承擔對本公司造成金錢賠償不負任何責任，包括，已了解公司的利益的協議成員、指定人員或任何其它成員，因接受賠償者由于善意行事的任何行為或遺漏，而遭受的損失或發生的負債結果。
（b）理事會可行使本協議授予的任何權力并強制執行任何下文職責，無論采用直接方式或通過其代理人，理事會不為任何由董事會委任何此類代理的疏忽和不當行為負責。
（c）任何修訂、修改或廢除的第6.10條款或本協議任何條款，不得以任何方式影響接受賠償者，在修訂，修改或廢除之前已經生效的法律責任，已經產生或有關事項發生的債權，包括全部或部分，無論這種索賠是否提出或出現。
(d) The Company may purchase and maintain (or reimburse the Board of Managers or its Affiliates for the cost of) insurance, on behalf of the Board of Managers and the Officers and such other Persons as the Board of Managers shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company's activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement,
(e) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement,
(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.9 because 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,
(g) The provisions of this Section 6.9 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
(h) No amendment, modification or repeal of this Section 6.9 or any provision hereof
shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.9 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
(i) Each Member acknowledges and agrees that (i) such Member has carefully
reviewed this Agreement and the terms hereof, (ii) in making its decision to enter into this Agreement on the date hereof such Member has relied upon independent investigations made by it and its representatives, and (Hi) such Member hereby waives and releases any claims against the Company and/or the members of the Board of Managers that the terms of this Agreement are unfair or otherwise injurious to such Member.
Section 6.10   Liability of Indemnitees
(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members, the Assignees or any other Persons who have acquired a Company Interest, for losses sustained or liabilities incurred as a result of any act or omission if such Indemnitee acted in good faith.
(b) The Board of Managers may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Managers shall not be responsible for any misconduct
32 or negligence on the part of any such agent appointed by the Board of Managers in good faith.
(c) Any amendment, modification or repeal of Section 6.10 or any provision hereof
shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
Section 6.11    No Business Opportunity Obligations
None of the Class A Members or any of their Affiliates shall have any obligation, as a result of any such Person's status as a Member or member of the Board of Managers (or Affiliate thereof), to present a business opportunity to the Company or to refrain from taking advantage of a business opportunity individually, whether or not such opportunity falls within the purpose of the Company as described in Section 2.4 herein; (BMMBJMBBMIMBBBBi^Bi be deemed to authorize any Person to prevent the Company from pursuing any business opportunity that such Person is pursuing in an individual capacity. Without limiting the generality of, and subject to, the foregoing, the Class A Members and their Affiliates may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Company, with no obligation to offer to the Company, any other Member or any Affiliate of another Member the right to participate therein or to share the results or profits thereof. The provisions of this Section 6.11 constitute an agreement to modify or eliminate fiduciary duties pursuant to the provisions of Section 18-1101 of the Act

2013.7.24