expenses (including reasonable attorneys' fees and court costs) and damages arising out of any and all third party claims to the extent caused by the Indemnifying Party's negligent or willful acts or omissions or any material breach by the Indemnifying Party of this Agreement. In connection with any claim or action

expenses (including reasonable attorneys' fees and court costs) and damages arising out of any and all third party claims to the extent caused by the Indemnifying Party's negligent or willful acts or omissions or any material breach by the Indemnifying Party of this Agreement. In connection with any claim or action

other Member's Interest, in the event the Pro Rata Liquidation Value of the other Member's Interest is less than the Pro Rata Liquidation Value of the Indemnifying Party's Interest. (c) The indemnities, contributions and other obligations under this Agreement shall be in addition to any rights that any Indemnified Pa

uct by the Indemnifying Party or anyone on his behalf or any of his or their employees, agents, officers, directors, representatives or contractors, the Indemnifying Party's liability shall not be so limited. "Damage Value" shall mean the cost of repairing and restoring the Property after it has been damaged and the dim