Common use of Basis for Indemnification Clause in Contracts

Basis for Indemnification. Confidential 2017 (a) Under the circumstances described in Section 17.02, the Company shall indemnify and hold harmless 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, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that such Person is or was a Member, Manager, employee or agent of the Company; or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit or proceeding, if it acted in a manner it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which it reasonably believed to be in or not opposed to the best interests of the Company; and, with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful. (b) Under the circumstances prescribed in Section 17.02, the Company shall indemnify and hold harmless 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 it is or was a Member, Manager, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by it in connection with the defense or settlement of such action or suit, if it acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Company; 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 or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) The Company will not indemnify nor will it reimburse any Member for expenses incurred by a Member in connection with the defense or satisfaction of the Internal Revenue Service or any state department of revenue (such as the Georgia Department of Revenue) claims, audits, adjustments, litigation, or penalties related to such Member’s federal, state or local tax returns. (d) For the purpose of clarification, the Company will not indemnify nor will it reimburse any Member Economic Interest Owner, Manager, employee, or agent if he/she/it is liable under Sections 5.03 or 6.02.