Common use of Indemnification and Exculpation by the Company Clause in Contracts

Indemnification and Exculpation by the Company. Subject to the limitations and conditions provided in this Section 3.11, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she, or it, or a Person of which he, she or it is the legal representative, is or was a Unitholder, Officer or Representative shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ fees and expenses) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation if such Person acted in Good Faith, and indemnification under this Section 3.11 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. A Representative shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Representative if such Person acted in Good Faith, except to the extent that exculpation from liability is not permitted under applicable law as in effect at the time such liability is determined. The rights granted pursuant to this Section 3.11 shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.11 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 3.11 could involve indemnification for negligence or under theories of strict liability. “Good Faith” shall mean a Person having acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was unlawful.

Indemnification and Exculpation by the Company. (a) Subject to the limitations and conditions provided in this Section 3.113.8, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she, or it, or a Person of which he, she or it is the legal a representative, is or was a UnitholderMember, Officer or Representative Manager (each, an “Indemnitee”) shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ fees and expenses) Losses actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation if such Person acted in Good Faithaccordance with the Required Standard of Conduct (as defined below), and indemnification under this Section 3.11 3.8 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. A Representative Manager or Officer shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Representative this Agreement or otherwise if such Person acted in Good Faithaccordance with the Required Standard of Conduct, except to the extent that exculpation from liability is not permitted under applicable law as in effect at the time such liability is determinedlaw. The rights granted pursuant to this Section 3.11 3.8 shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.11 3.8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 3.11 3.8 could involve indemnification for negligence or under theories of strict liability. As used in this Section 3.8, “Good Faith” shall mean a Person having acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was unlawful.

Indemnification and Exculpation by the Company. Subject to the limitations and conditions provided in this Section 3.11, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “"Proceeding”"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she, or it, or a Person of which he, she or it is the legal representative, is or was a Unitholder, Officer or Representative shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ ' fees and expenses) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation if such Person acted in Good Faith, and indemnification under this Section 3.11 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. A Representative shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Representative if such Person acted in Good Faith, except to the extent that exculpation from liability is not permitted under applicable law as in effect at the time such liability is determined. The rights granted pursuant to this Section 3.11 shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.11 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 3.11 could involve indemnification for negligence or under theories of strict liability. “"Good Faith” " shall mean a Person having acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s 's conduct was unlawful.

Indemnification and Exculpation by the Company. (a) Subject to the limitations and conditions provided in this Section 3.113.8, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, she, or it, or a Person of which he, she or it is the legal a representative, is or was a UnitholderMember, Officer or Representative Manager (each, an “Indemnitee”) shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against all judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ fees and expenses) Losses actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation if such Person acted in Good Faithaccordance with the Required Standard of Conduct (as defined below), and indemnification under this Section 3.11 3.8 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. A Representative Manager or Officer shall not be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Representative this Agreement or otherwise if such Person acted in Good Faithaccordance with the Required Standard of Conduct, except to the extent that exculpation from liability is not permitted under applicable law as in effect at the time such liability is determinedlaw. The rights granted pursuant to this Section 3.11 3.8 shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.11 3.8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 3.11 could involve indemnification for negligence or under theories of strict liability. “Good Faith” shall mean a Person having acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was unlawful.indemnification