Common use of Award of Indemnification Clause in Contracts

Award of Indemnification. The determination of whether the Company is authorized to indemnify any Indemnified Party hereunder and any award of indemnification shall be made in each instance by the Members; provided, however, that as to any matter disposed of by a compromise payment, pursuant to a consent decree or otherwise, no indemnification, either for said payment or for any other Losses, shall be provided unless there has been obtained an opinion in writing of legal counsel to the effect that the Person subject to indemnification hereunder appears to have acted in good faith and that such indemnification would not protect such Person against any liability to the Company or the Members to which he, she or it would otherwise be subject by reason of gross negligence, willful malfeasance or fraud in the conduct of his, her or its office or actions not taken in good faith by such Person. The Company shall be obliged to pay indemnification applied for by any Indemnified Party unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company which an Indemnified Party is adjudged liable to the Company, indemnification hereunder shall be provided only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnification for such Losses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is authorized to indemnify any Indemnified Party hereunder and any award of indemnification shall be made in each each. instance by the Members; provided, however, that as to any matter disposed of by a compromise payment, pursuant to a consent decree or otherwise, no indemnification, either for said payment or for any other Losses, shall be provided unless there has been obtained an opinion in writing of legal counsel to the effect that the Person subject to indemnification hereunder appears to have acted in good faith and that such indemnification would not protect such Person against any liability to the Company or the Members to which he, she or it would otherwise be subject by reason of gross negligence, willful malfeasance or fraud in the conduct of his, her or its office or actions not taken in good faith by such Person. The Company shall be obliged to pay indemnification applied for by any Indemnified Party unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company which an Indemnified Party is adjudged liable to the Company, indemnification hereunder shall be provided only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnification for such Losses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is authorized to indemnify any Indemnified Party hereunder and any award of indemnification shall be made in each instance by the Members; Members provided, however, that as to any matter disposed of by a compromise payment, pursuant to a consent decree or otherwise, no indemnification, either for said payment or for any other Losses, shall be provided unless there has been obtained an opinion in writing of legal counsel to the effect that the Person subject to indemnification hereunder appears to have acted in good faith and that such indemnification would not protect such Person against any liability to the Company or the Members to which he, she or it would otherwise be subject by reason of gross negligence, willful malfeasance or fraud in the conduct of his, her or its office or actions not taken in good faith by such Person. The Company shall be obliged to pay indemnification applied for by any Indemnified Party unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company which an Indemnified Party is adjudged liable to the Company, indemnification hereunder shall be provided only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnification for such Losses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is authorized to indemnify any an Indemnified Party hereunder and any award of indemnification shall be made in each instance by the Members; provided, however, that as to any matter disposed of (a) by a compromise paymentmajority of the members of the Board of Directors who are not parties to the proceeding in question, pursuant to a consent decree or otherwise, no indemnification, either for said payment or for any other Losses, shall be provided unless there has been obtained an opinion in writing of (b) by independent legal counsel to the effect that the Person subject to indemnification hereunder appears to have acted in good faith and that such indemnification would not protect such Person against any liability to the Company appointed by an Indemnified Party or the Members or (c) by the holders of a majority of the Ownership Percentages of the Members who are not parties to which he, she or it would otherwise be subject by reason of gross negligence, willful malfeasance or fraud the proceeding in the conduct of his, her or its office or actions not taken in good faith by such Person. The Company shall be obliged to pay indemnification applied for by any Indemnified Party unless there is an adverse determination (as provided above) within forty-five (45) days after the applicationquestion. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a courtcourt having jurisdiction, and in such event, the Company shall have the burden of proving that the applicant was ineligible not eligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which an Indemnified Party is adjudged liable to the Company, indemnification hereunder shall be provided to such Indemnified Party only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, the such Indemnified Party is fairly and reasonably entitled to indemnification for such Losses expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is authorized to indemnify any Indemnified Party hereunder and any award of indemnification shall be made in each instance by the MembersBoard of Advisors; providedPROVIDED, howeverHOWEVER, that as to any matter disposed of by a compromise payment, pursuant to a consent decree or otherwise, no indemnification, either for said payment or for any other Losses, shall be provided unless there has been obtained an opinion in writing of legal counsel to the effect that the Person subject to indemnification hereunder appears to have acted in good faith and that such indemnification would not protect such Person against any liability to the Company or the Members to which he, she or it would otherwise be subject by reason of gross negligence, willful malfeasance or fraud in the conduct of his, her or its office or actions not taken in good faith by such Person. The Company shall be obliged to pay indemnification applied for by any Indemnified Party unless there is an adverse determination (as provided above) within forty-five (45) 45 days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which an Indemnified Party is adjudged liable to the Company, indemnification hereunder shall be provided only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnification for such Losses as the court shall deem proper.