Covered Persons. To the full extent permitted by applicable law, each --------------- Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.3 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.
Appears in 4 contracts
Samples: Limited Liability Company Operating Agreement (Biodelivery Sciences International Inc), Limited Liability Company Operating Agreement (Bioral Nutrient Delivery LLC), Limited Liability Company Operating Agreement (Bioral Nutrient Delivery LLC)
Covered Persons. To the full extent permitted by applicable law, each --------------- Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.3 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.
Appears in 4 contracts
Samples: Operating Agreement (Unation, LLC), Limited Liability Company Operating Agreement (Bioral Nutrient Delivery LLC), Limited Liability Company Operating Agreement (Biodelivery Sciences International Inc)
Covered Persons. To the full fullest extent permitted by applicable lawLaw, each --------------- a Covered Person shall will be entitled to indemnification from the Company for in respect of any loss, damage Loss incurred or claim incurred suffered by such Covered Person by reason of any act taken or omission performed or omitted not taken by such Covered Person (including alleged breaches of fiduciary duty) in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreementhereby, except that no Covered Person shall will be entitled to be indemnified hereunder in respect of any loss, damage Loss incurred or claim incurred suffered by such Covered Person by reason of gross negligence negligence, fraud or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.3 shall 17.4(a) will be provided out of and to the extent of Company assets Assets only, and no neither any Manager nor any other Member shall will have any personal liability on account thereofwith respect to such indemnity.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Quigley Corp)