Common use of Indemnification of Covered Persons Clause in Contracts

Indemnification of Covered Persons. The Company shall indemnify and hold harmless and pay or reimburse the Covered Person, to the full extent permitted by law, against losses, claims, damages, judgments, amounts paid in settlement, fines, penalties, expenses (including reasonable attorneys’ fees) and other liabilities incurred by the Covered Person in connection with any claim, action, suit or proceeding (collectively, “Claims”) in which such Covered Person becomes involved as a party or otherwise, or with which such Covered Person shall be threatened, in connection with the conduct of the business or affairs of the Company or any Subsidiary. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any Claims covered hereby shall be paid by the Company and, in the Manager’s sole and absolute discretion, shall be paid as they are incurred. Without limiting the foregoing, the indemnities by the Company provided for herein shall apply with respect to all actions taken by the Covered Persons that they believe to be in the best interests of the Company in accordance with the business judgment rule, other than actions that constitute fraud, gross negligence or intentional misconduct.

Indemnification of Covered Persons. The Company LLC shall indemnify and hold harmless and pay or reimburse the Covered Person, to the full extent permitted by law, against losses, claims, damages, judgments, amounts paid in settlement, fines, penalties, expenses (including reasonable attorneys’ fees) and other liabilities incurred by the Covered Person in connection with any claim, action, suit or proceeding (collectively, “Claims”) in which such Covered Person becomes involved as a party or otherwise, or with which such Covered Person shall be threatened, in connection with the conduct of the business or affairs of the Company LLC or any Subsidiary. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any Claims covered hereby shall be paid by the Company LLC and, in the Managermajority Member’s sole and absolute discretion, shall be paid as they are incurred. Without limiting the foregoing, the indemnities by the Company LLC provided for herein shall apply with respect to all actions taken by the Covered Persons that they believe to be in the best interests of the Company LLC in accordance with the business judgment rule, other than actions that constitute fraud, gross negligence or intentional misconduct.