Common use of Indemnification of Agents Clause in Contracts

Indemnification of Agents. 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 complete action, suit or proceeding by reason of the fact that he or she is or was a member, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person entitled to be indemnified by the company hereunder, upon such terms and conditions as the Manager deems appropriate in their business judgment.

Appears in 3 contracts

Samples: Operating Agreement (Chosen, LLC), Operating Agreement (Chosen, LLC), Operating Agreement (Chosen, LLC)

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Indemnification of Agents. The Company shall will and hereby agrees to indemnify any person Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she such Person is or was a memberMember, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agentAgent"), to the fullest extent permitted by applicable law in effect on the date hereof Funding Date and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall Managers will be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 3 contracts

Samples: Operating Agreement (Playboy Enterprises Inc), Operating Agreement (Playboy Enterprises Inc), Operating Agreement (Claxson Interactive Group Inc)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberan Owner, Manager, officer, employee or other agent of the Company or that, being or having been such a Memberan Owner, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (NEMA Beverage Parent CORP), Limited Liability Company Agreement (NEMA Beverage Parent CORP)

Indemnification of Agents. The Company shall defend and indemnify any person ------------------------- Member or Manager and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent")enterprise, to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 2 contracts

Samples: Operating Agreement (Auto Marketing Network Inc), Operating Agreement (Franchise Mortgage Acceptance Co)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall be authorizedManagers may, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems appropriate in their business judgment.

Appears in 2 contracts

Samples: Operating Agreement (Atwood Minerals & Mining CORP.), Operating Agreement (Atwood Minerals & Mining CORP.)

Indemnification of Agents. The Company shall defend and indemnify any person Member and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she it is or was a member, ManagerMember, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she it is or was serving at the request of the Company as a manager, member, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager A Managing Interest of the Members shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as a Managing Interest of the Manager Members deems appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (Osi Restaurant Partners, LLC)

Indemnification of Agents. The Company shall and hereby agrees to indemnify any person Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she such Person is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"“Agent”), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Claxson Interactive Group Inc)

Indemnification of Agents. The Company shall and hereby agrees to indemnify any person Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she such Person is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agentAgent"), to the fullest extent permitted by applicable law in effect on the date hereof Effective Date and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Playboy Enterprises Inc)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she such Member is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she such Member is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (ARAMARK FHC Kansas, Inc.)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she such Person is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she such Person is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporationCompany, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems appropriate in their business judgmentprudent.

Appears in 1 contract

Samples: Operating Agreement (SRS Labs Inc)

Indemnification of Agents. The Company shall and hereby agrees to indemnify any person Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she such Person is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agentAGENT"), to the fullest extent permitted by applicable law in effect on the date hereof Effective Date and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Claxson Interactive Group Inc)

Indemnification of Agents. The Company shall defend and indemnify any person Member and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she it is or was a member, ManagerMember, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she it is or was serving at the request of the Company as a manager, member, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager A Managing Interest of the Members shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as a Managing Interest of the Manager Members deems appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (Bloomin' Brands, Inc.)

Indemnification of Agents. The Company shall defend and indemnify any person Member or Manager and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent")enterprise, to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Board shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager Board deems appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement

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Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he he, she or she it is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he he, she or she it is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons Persons being referred to hereinafter herein as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater grater extent as applicable law may hereafter from time to time permit, except in those instances involving fraud, intentional misconduct or gross negligence of the Person seeking indemnification. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (Excel Legacy Corp)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter herein as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater grater extent as applicable law may hereafter from time to time permit, except in those instances involving fraud, intentional misconduct or gross negligence of the Person seeking indemnification. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (Excel Legacy Corp)

Indemnification of Agents. The Company shall defend and indemnify any person Member or Manager and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she it is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she it is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Akorn Inc)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall be authorizedmay, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Global Resource CORP)

Indemnification of Agents. The Company IMMERSION shall defend and indemnify any person Member or Manager and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company IMMERSION or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company IMMERSION as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the CompanyIMMERSION, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company IMMERSION hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Immersion Corp)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or of the Manager or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited limited-liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems appropriate in their his business judgment.

Appears in 1 contract

Samples: Operating Agreement (American Vantage Companies)

Indemnification of Agents. 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 complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officerOfficer, employee or other agent of the Company or that, being or having been such a Member, Manager, officerOfficer, employee or agent, he or she is or was serving at the request of the Company as a managerManager, Officer, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter herein as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater grater extent as applicable law may hereafter from time to time permit, except in those instances involving fraud, intentional misconduct or gross negligence of the Person seeking indemnification. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (Excel Legacy Corp)

Indemnification of Agents. The Company shall defend and indemnify any person Member or Manager and may indemnify any other Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Panera Bread Co)

Indemnification of Agents. The Company shall and hereby agrees to indemnify any person Person who was or is a party or is threatened to be made a party to any threatened, pending or complete completed action, suit or proceeding by reason of the fact that he or she such Person is or was a memberMember, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agentAgent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person Person entitled to be indemnified by the company Company hereunder, upon such terms and conditions as the Manager deems Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Playboy Enterprises Inc)

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