Common use of Actions by or in the Right of the Company Clause in Contracts

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 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 an 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: (ai) which did not involve any intentional misconduct by such person or any knowing and culpable violation of law by such person; (bii) which such person reasonably believed were in the best interests of the Company and all Members; (ciii) which did not involve any absence of good faith by such person; (div) from which such person did not derive any improper personal benefit; (ev) 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 (fvi) 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 and hereby does indemnify indemnity 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 indemnity 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; (ce) 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.