Common use of Indemnification and Advancement of Expenses Clause in Contracts

Indemnification and Advancement of Expenses. 7.1.1. 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, 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 he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or 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 his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or 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 his, her or its conduct was unlawful. 7.1.2. 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, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or 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 a Delaware state court 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 such court shall deem proper. 7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith. 7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion. 7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate. 7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. 7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. 7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person. 7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

Indemnification and Advancement of Expenses. 7.1.1. (a) 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, 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 he, she or it is or was a Manager, Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or 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 his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or 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 his, her or its conduct was unlawful. 7.1.2. (b) 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, she or it is or was a Manager, Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ ' fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or 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 a Delaware state court 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 such court shall deem proper. 7.1.3. (c) To the extent that a Manager, Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.210.1, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by him, her or it in connection therewith. 7.1.4. (d) Any indemnification under paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.2 10.1 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.210. 1. Such determination shall be made (i) by the Members Board of Managers by a Majority Vote majority vote of Members Managers who were not parties to such action, suit or proceeding (even if such Members Managers constitute less than a quorum of MembersManagers), or (ii) if a quorum of disinterested Members Managers so directs, by independent legal counsel in a written opinionopinion or (iii) by the Members. 7.1.5. (e) Expenses (including attorneys’ ' fees) incurred by a Manager or Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Manager or Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.110.1. Such expenses (including attorneys’ ' fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem Board of Managers deems appropriate. 7.1.6. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 10.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or disinterested Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. 7.1.7. (g) For purposes of this Section 7.110.1, any reference to the “"Company” " shall include, in addition to the resulting or surviving business entity, any constituent business entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent business entity, or is or was serving at the request of such constituent business entity as a director, officer, manager, employee, representative or agent of another entitycorporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 10.1 with respect to the resulting or surviving business entity as he or she would have with respect to such constituent business entity if its separate existence had continued. 7.1.8. (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 10.1 shall continue as to a Person who has ceased to be a Manager, Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person. 7.1.9. (i) Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

Indemnification and Advancement of Expenses. 7.1.1. (a) The Company shall indemnify any Person 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 he, she or it is or was a Memberthe Manager, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or 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 his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person person did not act in good faith and in a manner which he, she or 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 his, her or its conduct was unlawfullawful. 7.1.2. (b) The Company shall indemnify any Person 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, she or it is or was a Memberthe Manager, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or 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 person shall have been adjudged to be liable to the Company unless and only to the extent that a court in the State of Delaware state court 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 such court shall deem proper. 7.1.3. (c) To the extent that a Memberthe Manager, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 10.1(a) and Section 7.1.210.1(b), or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith. 7.1.4. (d) Any indemnification under Section 7.1.1 10.1(a) and Section 7.1.2 10.1(b) (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the MemberManager, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 10.1(a) and Section 7.1.210.1(b). Such determination shall be made by the Manager. (e) The Company shall indemnify and hold the Members (and, where applicable, their respective officers, partners, members, directors and shareholders) harmless from and against all expenses, liability and loss (including, without limitation, attorney’s fees and disbursements, judgments, fines, ERISA or other similar or dissimilar excise taxes or penalties and amounts paid or to be paid in settlement) incurred as a result of or on connection with (i) by the Members by a Majority Vote of Members who were not parties to such any threatened, pending or completed action, suit or proceeding (even if that asserts that such Members constitute less than a quorum Member is liable for any debt, obligation or liability of Members)the Company or is directly or indirectly required to make payments in respect thereof or in connection therewith, or and (ii) if a quorum any act or omission by such Member for or on behalf of disinterested Members so directsthe Company. Such right shall include the right to be paid expenses, by independent legal counsel including, without limitation, attorney’s fees and disbursements, incurred in a written opiniondefending or participating in any such threatened, pending or completed action, suit or proceeding in advance of its final disposition. 7.1.5. (f) Expenses (including attorneys’ fees) incurred by a Member or officer Manager in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer Manager, respectively, to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.110.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem Manager deems appropriate. 7.1.6. (g) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 10.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. 7.1.7. (h) For purposes of this Section 7.110.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entitycorporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 10.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. 7.1.8. (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 10.1 shall continue as to a Person person who has ceased to be a Manager, Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Personperson, provided that the claim for indemnification or the advancement of expenses relates to such person’s actions taken in connection with his or her duties as a Manager, Member, officer, employee, representative or agent of the Company. 7.1.9. (j) Notwithstanding anything in this Article X to the contrary, the Company will not have the obligation of indemnifying any Person person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person person and not by way of defense.

Indemnification and Advancement of Expenses. 7.1.1. (a) 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, 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 he, she or it is or was a MemberManager, officer, employee, representative Member or agent officer of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or 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 his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it reasonably believed to 33 39 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 his, her or its conduct was unlawful. 7.1.2. (b) 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, she or it is or was a Manager, Member, officer, employee, representative or agent officer of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ ' fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or 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 a Delaware state court 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 such court shall deem proper. 7.1.3. (c) To the extent that a Manager, Member, officer, employee, representative or agent officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.211.1, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by him, her or it in connection therewith. 7.1.4. (d) Any indemnification under paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.2 11.1 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent such Persons is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.211. 1. Such determination shall be made (i) by the Members Managers by a Majority Vote majority vote of Members all Managers who were not parties to such action, suit or proceeding (even if such Members Managers constitute less than a quorum of MembersManagers), or (ii) if a quorum of disinterested Members Managers so directs, by independent legal counsel in a written opinionopinion or (iii) by the Members. 7.1.5. (e) Expenses (including attorneys’ ' fees) incurred by a Manager or Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Manager or Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.111.1. Such expenses (including attorneys’ ' fees) incurred by other officers, employeesemployee, representatives and agents representative or agent shall be so paid upon such terms and conditions, if any, as the Members Managers deem appropriate. 7.1.6. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 11.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. 7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. 7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person. 7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.,

Indemnification and Advancement of Expenses. 7.1.1. (a) 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, 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 he, she or it is or was a MemberManager, officer, employee, representative Member or agent officer of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or 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 his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or 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 his, her or its conduct was unlawful. 7.1.2. (b) 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, she or it is or was a Manager, Member, officer, employee, representative or agent officer of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ ' fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or 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 a Delaware state court 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 such court shall deem proper. 7.1.3. (c) To the extent that a Manager, Member, officer, employee, representative or agent officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.211.1, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by him, her or it in connection therewith. 7.1.4. (d) Any indemnification under paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.2 11.1 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent such Persons is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.211. 1. Such determination shall be made (i) by the Members Managers by a Majority Vote majority vote of Members all Managers who were not parties to such action, suit or proceeding (even if such Members Managers constitute less than a quorum of MembersManagers), or (ii) if a quorum of disinterested Members Managers so directs, by independent legal counsel in a written opinionopinion or (iii) by the Members. 7.1.5. (e) Expenses (including attorneys’ ' fees) incurred by a Manager or Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Manager or Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.111.1. Such expenses (including attorneys’ ' fees) incurred by other officers, employeesemployee, representatives and agents representative or agent shall be so paid upon such terms and conditions, if any, as the Members Managers deem appropriate. 7.1.6. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 11.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or disinterested Managers or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. 7.1.7. (g) For purposes of this Section 7.111.1, any reference to the “"Company” " shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, managers or members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative manager or agent member of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative manager or agent member of another entitycorporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 11.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. 7.1.8. (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 11.1 shall continue as to a Person who has ceased to be a MemberManager, officer, employee, representative Member or agent officer and shall inure to the benefit of the heirs, executors and administrators of such Person. 7.1.9. (i) Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense. In addition, nothing in this Article XI shall relieve a Member of its obligations under Section 3.F of the Supply Agreement related to the failure by a Member to meet its Sales Commitments or otherwise limit or offset such obligations.

Indemnification and Advancement of Expenses. 7.1.1. The Company (a) Subject to clause (c) of this Article VII, the Corporation shall indemnify and hold harmless any Person person who is or 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), Corporation) by reason of the fact that he, he or she or it is or was a Member, officer, employee, representative director or agent officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, officer, manager, employee, representative director or agent officer of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust employee benefit plan or other enterprise or entityenterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, him or her or it in connection with such action, suit or proceeding if he, he or she or it acted in good faith and in a manner he, he or she or it reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, his or her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or convictionsettlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person the person did not act in good faith and in a manner which he, he or she or it reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his, his or her or its conduct was unlawful. 7.1.2. The Company (b) Subject to clause (c) of this Article VII, the Corporation shall indemnify and hold harmless any Person person who is or 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 Corporation to procure a judgment in its favor by reason of the fact that he, he or she or it is or was a Member, officer, employee, representative director or agent officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, officer, manager, employee, representative director or agent officer of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust employee benefit plan or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, him or her or it in connection with the defense or settlement of such action or suit if he, he or she or it acted in good faith and in a manner he, he or she or it reasonably believed to be in or not opposed to the best interests of the Company, Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that a the Court of Chancery of the State of Delaware state court 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 Court of Chancery of the State of Delaware or such other court shall deem proper. 7.1.3(c) Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer or other person entitled to indemnification under this Article VII is proper in the circumstances because he or she has met the applicable standard of conduct set forth in clauses (a) or (b), as the case may be, of this Article VII. Such determination shall be made, with respect to an officer or director, (i) by the Board of Directors by a majority vote of directors who were not parties to such action, suit or proceeding, even if constituting less than a quorum, (ii) by a committee of directors who were not parties to such action, suit or proceeding even if constituting less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders of the Corporation. To the extent extent, however, that a Member, officer, employee, representative present or agent former director or officer of the Company Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2clauses (a) or (b) of this Article VII, or in defense of any claim, issue or matter therein, he, he or she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, him or her or it in connection therewith, without the necessity of authorization in the specific case. 7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdictiond) shall be made by the Company only as authorized Notwithstanding any contrary determination in the specific case upon under clause (c) of this Article VII, and notwithstanding the absence of any determination thereunder, any present or former director or officer of the Corporation may apply to the Court of Chancery of the State of Delaware for indemnification to the extent otherwise permissible under clauses (a) or (b) of this Article VII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Member, officer, employee, representative or agent such person is proper in the circumstances because he, he or she or it has met the applicable standard standards of conduct set forth in Section 7.1.1 and Section 7.1.2clauses (a) or (b), as the case may be, of this Article VII. Such Neither a contrary determination in the specific case under clause (c) of this Article VII nor the absence of any determination thereunder shall be made (i) by the Members by a Majority Vote of Members who were not parties defense to such actionapplication or create a presumption that such person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this clause (d) shall be given to the Corporation promptly upon the filing of such application. If successful, suit in whole or proceeding (even if in part, such Members constitute less than a quorum person seeking indemnification in the Court of Members), or (ii) if a quorum Chancery of disinterested Members so directs, by independent legal counsel in a written opinionthe State of Delaware shall also be entitled to be paid the expense of prosecuting such application. 7.1.5. (e) Expenses (including attorneys’ fees) incurred by a Member person who is or was a director or officer of the Corporation in defending any civil, criminal, administrative or investigative investigating a threatened or pending action, suit or proceeding shall be paid by the Company Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer person to repay such amount if it shall ultimately be determined that he, he or she or it is not entitled to be indemnified by the Company pursuant to Corporation as authorized in this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriateArticle VII. 7.1.6. (f) The indemnification and advancement of expenses provided by, by or granted pursuant to, to this Section 7.1 Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-lawbylaw, agreement, contract, vote of Members stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in an his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in clauses (a) and (b) of this Article VII shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in clauses (a) or (b) of this Article VII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise. 7.1.7. (g) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article VII or Section 145 of the DGCL. (h) For purposes of this Section 7.1Article VII, any reference references to “the “CompanyCorporation” shall include, in addition to the resulting or surviving entitycorporation, any constituent entity corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, directors or officers, managers, members, employees, representatives or agents, so that any Person person who is or was a director, officer, manager, member, employee, representative director or agent officer of such constituent entitycorporation, or is or was serving at the request of such constituent entity corporation as a director, officer, manager, employee, representative employee or agent of another entity, limited liability companycorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Section 7.1 Article VII with respect to the resulting or surviving entity corporation as he or she would have with respect to such constituent entity corporation if its separate existence had continued. 7.1.8. The indemnification For purposes of this Article VII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and advancement references to “serving at the request of expenses provided by, or granted pursuant to, this Section 7.1 the Corporation” shall continue include any service as to a Person who has ceased to be a Memberdirector, officer, employee, representative employee or agent of the Corporation which imposes duties on, or involves services by, such person with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall inure be deemed to have acted in a manner “not opposed to the benefit best interests of the heirs, executors and administrators of such Person. 7.1.9. Notwithstanding anything Corporation” as referred to in this Article VII. For purposes of any determination under clause (c) of this Article VII, a person shall be deemed to the contrary, the Company will have acted in good faith in a manner he or she reasonably believed to be in or not have the obligation of indemnifying any Person with respect opposed to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.the

Indemnification and Advancement of Expenses. 7.1.1. (a) 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, 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 he, she or it is or was a Manager, Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, ACTIVE/107611452.20 limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or 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 his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or 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 his, her or its conduct was unlawful. 7.1.2. (b) 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, she or it is or was a Manager, Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or 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 a Delaware state court 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 such court shall deem proper. 7.1.3. (c) To the extent that a Manager, Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.213.1, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith. 7.1.4. (d) Any indemnification under paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.2 13.1 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Section 7.1.1 and Section 7.1.213.1. Such determination shall be made (i) by the Members Board by a Majority Vote of Members Managers who were not parties to such action, suit or proceeding (even if such Members Managers constitute less than a quorum of Membersthe Board), or (ii) if a quorum of disinterested Members Managers so directs, by independent legal counsel in a written opinion.opinion or (iii) by the Members. ACTIVE/107611452.20 7.1.5. (e) Expenses (including attorneys’ fees) incurred by a Manager or Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Manager or Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.113.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members Board deem appropriate. 7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. 7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. 7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person. 7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

Indemnification and Advancement of Expenses. 7.1.1. 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, 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 he, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited #0000000x0 Operating Agreement Xxxxx Corning Fiberglas Technology II, LLC 8 liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, her or it in connection with such action, suit or proceeding if he, she or it acted in good faith and in a manner he, she or 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 his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or 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 his, her or its conduct was unlawful. 7.1.2. 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, she or it is or was a Member, officer, employee, representative or agent of the Company, or is or was serving at the request of the Company as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, general partnership, limited partnership, joint venture, trust, business trust or other enterprise or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection with the defense or settlement of such action or suit if he, she or it acted in good faith and in a manner he, she or 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 a Delaware state court 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 such court shall deem proper. 7.1.3. To the extent that a Member, officer, employee, representative or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1.1 and Section 7.1.2, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith. 7.1.4. Any indemnification under Section 7.1.1 and Section 7.1.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, officer, employee, representative or agent is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Section 7.1.1 and Section 7.1.2. Such determination shall be made (i) by the Members by a Majority Vote of Members who were not parties to such action, suit or proceeding (even if such Members constitute less than a quorum of Members), or (ii) if a quorum of disinterested Members so directs, by independent legal counsel in a written opinion. 7.1.5. Expenses (including attorneys’ fees) incurred by a Member or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be #0000000x0 Operating Agreement Xxxxx Corning Fiberglas Technology II, LLC 9 paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company pursuant to this Section 7.1. Such expenses (including attorneys’ fees) incurred by other officers, employees, representatives and agents shall be so paid upon such terms and conditions, if any, as the Members deem appropriate. 7.1.6. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. 7.1.7. For purposes of this Section 7.1, any reference to the “Company” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, manager, employee, representative or agent of another entity, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 7.1 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. 7.1.8. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall continue as to a Person who has ceased to be a Member, officer, employee, representative or agent and shall inure to the benefit of the heirs, executors and administrators of such Person. 7.1.9. Notwithstanding anything in this Article to the contrary, the Company will not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.