Common use of Indemnification and Arbitration Clause in Contracts

Indemnification and Arbitration. 11.1. The Company will have the power to indemnify any Person who was or is a party, or who is threatened to be made a party, to any Proceeding by reason of the fact that the Person was or is a Member, Manager, officer, employee, or other agent of the Company, or was or is serving at the request of the Company as a director, officer, employee, or other Agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by that Person in connection with the proceeding, if that Person acted in good faith and in a manner that the Person reasonably believed to be in the best interests of the Company, and, in the case of a criminal proceeding, the Person had no reasonable cause to believe that the Person’s conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person did not act in good faith and in a manner that the Person reasonably believed to be in the best interests of the Company, or that the Person had reasonable cause to believe that the Person’s conduct was unlawful. To the extent that an agent of the Company has been successful on the merits in defense of any Proceeding, or in defense of any claim, issue, or matter in any Proceeding, the agent will be indemnified against expenses actually and reasonably incurred in connection with the Proceeding. In all other cases, indemnification will be provided by the Company only if authorized in the specific case by a Majority of Members.

Indemnification and Arbitration. 11.110.1. The Company will shall have the power to indemnify any Person who was or is a party, or who is threatened to be made a party, to any Proceeding by reason of the fact that the such Person was or is a Member, Manager, officer, employee, or other agent of the Company, or was or is serving at the request of the Company as a director, officer, employee, or other Agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by that such Person in connection with the such proceeding, if that such Person acted in good faith and in a manner that the such Person reasonably believed to be in the best interests of the Company, and, in the case of a criminal proceeding, the such Person had no reasonable cause to believe that the Person’s 's conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on upon a plea of nolo contendere contenders or its equivalent, will shall not, of itself, create a presumption that the Person did not act in good faith and in a manner that the such Person reasonably believed to be in the best interests of the Company, or that the Person had reasonable cause to believe that the Person’s 's conduct was unlawful. To the extent that an agent of the Company has been successful on the merits in defense of any Proceeding, or in defense of any claim, issue, or matter in any such Proceeding, the agent will shall be indemnified against expenses actually and reasonably incurred in connection with the Proceeding. In all other cases, indemnification will shall be provided by the Company only if authorized in the specific case by a Majority of Members.