This excerpt taken from the MGPI 8-K filed Nov 27, 2009.
provided, however, that MGPI shall not be entitled to any indemnification under this Section 5.9(b) to the extent that MGPI is obligated to indemnify, or is otherwise liable to, the Company or ICPH under the Contribution Agreement or the LLC Interest Purchase Agreement, as applicable.
(c) The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of each Member if, for the benefit of the Company, it makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and the Member suffers any financial loss as the result of such action.
(d) Notwithstanding the provisions of paragraphs (a)-(c) above, no Member, Advisor, or officer of the Company, or officer, director or shareholder of the any Member be indemnified from any liability for fraud, bad faith, willful misconduct, or gross negligence, or intentional breach of this Agreement.
(e) Notwithstanding anything to the contrary in any of paragraphs (a)-(c) above, in the event that any provision in any of such Sections is determined to be invalid in whole or in part, such Section shall be enforced to the maximum extent permitted by law.