2Indemnification of Member, Employee or Agent; Proceeding by Company Sample Clauses

2Indemnification of Member, Employee or Agent; Proceeding by Company. The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procureajudgmentin itsfavorbyreasonofthefactthatheis orwasa Member orManager,employee or agent of the Company, or is or was serving at the request of this Company as a Member or Manager, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees and costs actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in amanner which he reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.