Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.
Appears in 19 contracts
Samples: LLC Operating Agreement, LLC Operating Agreement, Multi Member LLC Operating Agreement
Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members Member in their the Member’s capacity as Membersthe Member, the Manager and all managers, manager or officers, officer from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity the Member’s activities on behalf of the Company or in the Company, ’s interest unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton want misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationMember.
Appears in 10 contracts
Samples: LLC Operating Agreement, LLC Operating Agreement, LLC Operating Agreement
Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity their activities on behalf of the Company or in the Company’s interest, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton want misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationMember.
Appears in 3 contracts
Samples: LLC Operating Agreement, LLC Operating Agreement, LLC Operating Agreement
Indemnification by Company. The Company shall indemnifydefend, indemnify and hold harmless Provider and defend each of its officers, directors, employees, agents and stockholders (the Members in their capacity as Members, the Manager and all managers, or officers“Provider Parties”), from and against any lossand all claims, expenseliabilities, damagelosses, damages, and suits, including reasonable attorneys’ fees (“Indemnified Amounts”) incurred by the Provider Parties or injury sustained any of them as a result of any acts or omissions of, arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconductof, or a material relating to Company’s breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationits negligent acts or omissions in performing its obligations under this Agreement.
Appears in 2 contracts
Samples: Provider Agreement, Provider Agreement
Indemnification by Company. The Company shall indemnify, indemnify and hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officerseach Member against, from and against any loss, expense, damage, or injury sustained as a result in respect of any acts and all damages, losses, liabilities and expenses, including without limitation legal and other expenses, incurred by a Member in connection with any action, suit, claim or omissions proceeding (whether civil or criminal, at law or in equity) arising out of or resulting from or related to any activity liability or obligation of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.
Appears in 2 contracts
Samples: Operating Agreement (Visteon European Holdings, Inc.), Operating Agreement (United Auto Group Inc)
Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.
Appears in 2 contracts
Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.of
Appears in 1 contract
Samples: LLC Operating Agreement
Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members Member in their the Member’s capacity as Membersthe Member, the Manager and all managers, manager or officers, officer from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.the
Appears in 1 contract
Samples: LLC Operating Agreement
Indemnification by Company. The Company shall indemnify, hold harmless will indemnify and defend the Members in their capacity as MembersManager, the Manager and all managersits directors, or officers, employees and agents and hold them harmless from and against any loss, expenseliability, damage, penalty, fee, cost, expense or injury sustained as a result of obligation (including reasonable attorneys’ fees and disbursements) arising from any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement by Company or from any other action or omission by Company in the fiduciary performance of its duties hereunder, if such action or omission constitutes gross negligence, recklessness or misconduct on the part of the Member relating to the basis for the claim for indemnificationCompany.
Appears in 1 contract
Samples: Management Services Agreement (Black Ridge Oil & Gas, Inc.)
Indemnification by Company. The Company shall indemnify, defend and hold harmless the Subscriber and defend its directors, officers and employees, and each of the Members in their capacity as Membersheirs, executors, successors and assigns of any of the Manager and all managers, or officersforegoing, from and against any lossand all Liabilities relating to, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of or resulting from the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of any representation, warranty, covenant or agreement by the Company contained in this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationAgreement.
Appears in 1 contract
Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members Member in their the Member’s capacity as Membersthe Member, the Manager and all managers, manager or officers, officer from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.Member’s
Appears in 1 contract
Samples: Operating Agreement