Common use of Indemnification by the LLC Clause in Contracts

Indemnification by the LLC. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the LLC for any loss, damage or claim (including reasonable legal fees) 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 LLC and in a manner reasonably within the scope of 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 (a) by reason of fraud, willful misconduct or gross negligence with respect to such acts or omissions or (b) in breach of the Agreement; PROVIDED, HOWEVER, that any indemnity under this SECTION 12.5 hereof shall be provided out of and to the extent of LLC assets only, and no Covered Person shall have any personal liability on account thereof.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (Peoples Liberation Inc), Limited Liability Company Operating Agreement (Peoples Liberation Inc), Operating Agreement (Peoples Liberation Inc)

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Indemnification by the LLC. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the LLC for any loss, damage or claim (including reasonable legal fees) 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 LLC and in a manner reasonably within the scope of authority conferred on such Covered Person by this AgreementAgreement and otherwise, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person (a) by reason of fraud, gross negligence or willful misconduct or gross negligence with respect to such acts or omissions or (b) in breach of the this Agreement; PROVIDEDprovided, HOWEVERhowever, that any indemnity under this SECTION 12.5 Section 17.5 hereof shall be provided out of and to the extent of LLC assets only, and no Covered Person shall have any personal liability on account thereof.

Appears in 2 contracts

Samples: Operating Agreement (Candies Inc), Operating Agreement (Candies Inc)

Indemnification by the LLC. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the LLC for any loss, damage or claim (including reasonable legal fees) 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 LLC and in a manner reasonably within the scope of 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 (a) by reason of fraud, willful misconduct or gross negligence with respect to such acts or omissions or (b) in breach of the Agreement; PROVIDEDprovided, HOWEVERhowever, that any indemnity under this SECTION Section 12.5 hereof shall be provided out of and to the extent of LLC assets only, and no Covered Person shall have any personal liability on account thereof.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Peoples Liberation Inc), Limited Liability Company Operating Agreement (Peoples Liberation Inc)

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Indemnification by the LLC. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the LLC for any loss, damage or claim (including reasonable legal fees) 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 LLC and in a manner reasonably within the scope of authority conferred on such Covered Person by this AgreementAgreement and otherwise, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person (a) by reason of fraud, fraud or willful misconduct or gross negligence with respect to such acts or omissions or (b) in breach of the Agreement; PROVIDEDprovided, HOWEVERhowever, that any indemnity under this SECTION 12.5 Section 13.5 hereof shall be provided out of and to the extent of LLC assets only, and no Covered Person shall have any personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Tarrant Apparel Group)

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