Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.
Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted by law, indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person is or was a Board Member, director, manager, officer, employee, agent or controlling Person of the Company or any subsidiary thereof from and against any and all liability suffered and expenses (including reasonable attorneys’ fees) actually and reasonably incurred by any such Person in such capacity, or arising out of such Person’s status as such, in connection with the defense or settlement of such action or suit so long as such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such action, suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Actions by or in the Right of the Company. The Company shall and hereby does indemnify any person who is or was a party or threatened to be made a party to any Proceeding, by or in the right of the Company, by reason of such person’s being or having been the Manager or an officer of the Company against expenses, judgments, fines, settlements and other amounts reasonably and actually incurred in, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any such person by reason of such person’s having been an Agent (other than the Manager or an officer of the Company) against all such amounts, such power to be exercised in accordance with Section 5.5(e). Notwithstanding the foregoing, the Company shall indemnify such person (and shall authorize indemnification of such person) only for those acts, omissions or transactions: (a) which did not involve any intentional misconduct by such person or any knowing and culpable violation of law by such person; (b) which such person reasonably believed were in the best interests of the Company and all Members; (c) which did not involve any absence of good faith by such person; (d) from which such person did not derive any improper personal benefit; (e) which did not show any reckless disregard of such person’s duty to the Company or to any Member in circumstances in which the Agent was aware, or should have been aware, of risk of serious injury to the Company or to such Member; and (f) which did not constitute an unexcused pattern of inattention to such person’s duty to the Company or to any Member, amounting to an abdication of such duty.
Actions by or in the Right of the 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 procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
Actions by or in the Right of the Company. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of the fact that he is or was an Agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all Expenses and liabilities or any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by such person in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue or matter for which such person is judged in a final, non-appealable decision to be liable to the Company by a court of competent jurisdiction, unless and only to the extent that the court in which such Proceeding was brought shall determine that Indemnitee is fairly and reasonably entitle to indemnity.
Actions by or in the Right of the 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 procure a judgment in its favor by reason of the fact that he is or was a Manager, officer, employee, controlling Person or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit so long as he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, and in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.
Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted under applicable law, indemnify and advance expenses to any Person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was an Officer, employee, or agent (in such capacity) of the Company, or is or was serving at the request of the Company as an officer, employee, or agent (in such capacity) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against Losses (other than judgments, fines and amounts paid in settlement) incurred or sustained by him in connection with the defense or settlement of such Proceeding so long as he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company, unless and only to the extent that the court (or other adjudicatory forum) in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, and in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which such court (or other adjudicator) shall deem proper.
Actions by or in the Right of the Company. In addition to the indemnification of Indemnitee provided pursuant to the other provisions hereof, Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if he or she is a person who was or is made a party or is threatened to be made a party to any threatened, pending, or completed action or suit, whether civil, criminal, administrative, or investigative in nature, brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Representative or fiduciary of the Company or is or was serving at the request of the Company as a Representative or fiduciary of any other entity by reason of anything done or not done by him or her in any such capacity. Pursuant to this Section 4, Indemnitee shall be indemnified against all expenses (including attorneys’ fees) and costs actually and reasonably incurred by him or her in connection with such action or suit (including, but not limited to, the investigation, defense, settlement, or appeal thereof), unless such amounts were incurred because Indemnitee breached or failed to perform a duty owed to the Company and the breach or failure to perform constitutes:
(a) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which Indemnitee has a material conflict of interest;
(b) a violation of criminal law, unless Indemnitee had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
(c) a transaction from which Indemnitee derived an improper personal profit; or
(d) willful misconduct.
Actions by or in the Right of the Company. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was an Agent of the Company or by reason of any action done or not done by him in any such capacity, against Expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable due to his willful failure to act in good faith or in a manner which he reasonably believed to be in, or not opposed to the best interests of the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability for such reason(s), but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.
Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit, investigation or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit, investigation or proceeding (including, but not limited to the investigation, defense or appeal thereof); provided, however, that this indemnity shall not extend to any matter in which the Indemnitee is found, in a final judgment or decree not subject to appeal, to have committed fraud or dishonesty.
