Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. 6.7.1 The Manager, its members, shareholders, managers, affiliates, officers, directors, partners, employees, agents, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by them, the Company or the Members in connection with the business of the Company, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute negligence or malfeasance, pursuant to the authority granted, to promote the interests of the Company. Moreover, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of this Subsection 7.7 shall be in addition to, and not in lieu of, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entities.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement

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Indemnification of Manager. 6.7.1 The Lender agrees to indemnify, reimburse and hold Manager harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel and accountants, which Manager may sustain or incur by reason of or as a result of Manager, 's acceptance of its members, shareholders, managers, affiliates, officers, directors, partners, employees, agents, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted appointment under this Agreement or any action taken or omitted by applicable law) from, any loss or damage incurred by them, the Company or the Members Manager in connection with the business performance of its obligations or the Companyexercise of its rights under this Agreement, including by way of illustrationany Securities Borrowing Agreement and any other Related Agreement; provided that such indemnification shall not extend to liabilities, but not limitationlosses, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute negligence or malfeasance, pursuant expenses to the authority grantedextent that such liabilities, to promote the interests of the Company. Moreoverlosses, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, or other employee thereof, for liability imposed costs or expenses (i) represent Manager's commercially reasonable operating expenses not incurred in connection with any claim arising out of a violation of the Securities Act of 1933this Agreement, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved are found by the a final judgment of a court of law which shall competent jurisdiction to have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933resulted from Manager's own bad faith, as amended, was violated) willful misconduct or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); negligence or (iii) in result from the opinion performance of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of Manager's indemnity obligation under Section 6(a) hereof. Lender's obligations under this Subsection 7.7 Section 8 shall be in addition tocontinuing obligations of Lender, and not its successors and assigns and shall survive the termination of any Loans, this Agreement or any other Related Agreement. Except as otherwise expressly provided in lieu ofthis Agreement, in no event shall Lender be liable for special, indirect, consequential or punitive damages, or limitlost profits or loss of business, any provisions arising under or in connection with this Agreement or the transactions contemplated hereby, even if previously informed of the Company’s Certificate possibility of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entitiessuch damages or losses.

Appears in 2 contracts

Samples: Securities Lending Management Agreement (Sti Classic Variable Trust), Securities Lending Management Agreement (Sti Classic Funds)

Indemnification of Manager. 6.7.1 The ManagerOwner agrees to indemnify, its defend, protect, save and hold harmless Manager and any other member of the Behringer Group who performs services pursuant to this Management Agreement and their respective stockholders, partners, members, shareholders, managers, affiliates, officers, directors, partners, employees, agentsmanagers, successors and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by themcollectively, the Company or the Members “Indemnified Parties”) from any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “Losses”) in connection with or in any way related to (i) any Contract, (ii) each Property, including any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous substances on the business Property, from liability for damage to each Property and injuries to or death of any person whomsoever, and damage to Property, and from liability arising out of or related to a Property that Owner has abandoned or ceased funding operating shortfalls, including the cessation of any service by Manager for such Property as requested by Owner pursuant to Section 8.22, and (iii) the willful misconduct, gross negligence or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner, or the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, ordinances, statutes, or regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice; provided, however, that the indemnification and exculpation shall not extend to any such Losses arising out of the Companywillful misconduct, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute gross negligence or malfeasanceunlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction) of Manager, pursuant its agents, servants, or employees; provided, further, that the indemnification and exculpation shall be limited to the authority granted, extent that Manager recovers insurance proceeds with respect to promote the interests of the Companythat matter. Moreover, the Manager shall not be liable to the Company for any error of judgment or the Members because for any taxing authorities disallow mistake of fact or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Managerlaw, or memberfor any thing that it may do or refrain from doing, shareholderexcept in cases of willful misconduct, manager, affiliate, partner, agent, director, officer, gross negligence or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of unlawful acts (the unlawfulness having been adjudicated by a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violatedproper jurisdiction); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of this Subsection 7.7 shall be in addition to, and not in lieu of, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entities.

Appears in 2 contracts

Samples: Master Modification Agreement (Behringer Harvard Reit I Inc), Property Management Agreement (Behringer Harvard Reit I Inc)

Indemnification of Manager. 6.7.1 (a) The Manager, its members, shareholders, managers, affiliates, officers, directors, partners, employees, agentsagents and assigns, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by them, the Company or the Members in connection with the business of the Company, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faithfaith while acting in the best interests of the Company, which shall not constitute negligence or malfeasance, pursuant to the authority granted, to promote the interests of the Company, provided that (i) the Company’s officers or advisors or their affiliates have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; and (ii) such indemnification is recoverable only out of the Company’s net assets and not from its Members. Moreover, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 (b) Notwithstanding Subsection 7.7.1Section 7.8(a), the Company shall not indemnify any Manager, or memberits members, shareholdermanagers, manageraffiliates, affiliateofficers, partnerdirectors, agentpartners, directoremployees, officer, or other employee thereofagents and assigns, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and NotesInterests. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, violations and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager party seeking indemnification is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 (c) The provisions of this Subsection 7.7 Section 7.8 shall be in addition to, and not in lieu of, or limit, any the provisions of the Company’s Certificate Articles of Formation Organization authorizing the limitation of liability, liability and indemnification of, of the Manager and certain other persons and entities.

Appears in 1 contract

Samples: Operating Agreement

Indemnification of Manager. 6.7.1 The Owner shall indemnify, defend, protect, save and hold harmless Manager, its members, shareholders, managers, affiliatesAffiliates and their respective stockholders, officers, directors, partnersemployees, employeesmanagers, agents, representatives, successors and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by themcollectively, the Company or the Members in connection with the business “Manager Indemnified Parties”), from and against any and all claims, causes of the Companyaction, including by way of illustrationdemands, but not limitationsuits, costs and reasonable proceedings, loss, judgments, damage, awards, liens, fines, costs, attorneys’ fees and expenses, of every kind and nature whatsoever (collectively, “Losses”) in connection with or in any amounts expended in way related to (i) any Contract, (ii) each Property, including any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any Person other than Manager of hazardous substances on the settlement Property, and from liability for damage to each Property and injuries to or death of any claims person whomsoever, and damage to Property, (iii) the willful misconduct, gross negligence or unlawful acts (such unlawfulness having been adjudicated by a court of loss proper jurisdiction) of Owner, or damage resulting from the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, ordinances, statutes or regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice, and (iv) any matter, act or omission performed occurring prior to the date hereof relating to, in connection with, or omitted in good faithrespect of, which Owner or any of its Affiliates or any of their respective businesses, assets or properties (including any claim or litigation asserted or instigated by a third party); provided, however, that the indemnification and exculpation shall not constitute extend to any such Losses arising out of the willful misconduct, gross negligence or malfeasanceunlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction) of Manager, pursuant its agents, servants, or employees; provided further, however, that to the authority grantedextent that Manager recovers insurance proceeds with respect to any matter for which a Manager Indemnified Party is entitled to indemnification, then the amount payable to promote such Manager Indemnified Party under this Section 6.5 in respect of such matter shall be reduced by the interests amount of the Companysuch recovered insurance proceeds. Moreover, the Manager shall not be liable to the Company for any error of judgment or the Members because for any taxing authorities disallow mistake of fact or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Managerlaw, or memberfor any thing that it may do or refrain from doing, shareholderexcept in cases of willful misconduct, managergross negligence or unlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction). In addition, affiliate, partner, agent, director, officer, or Owner shall advance funds to any Manager Indemnified Party for reasonable legal fees and other employee thereof, for liability imposed or reasonable costs and expenses incurred in connection with as a result of any claim arising out of a violation of the Securities Act of 1933claim, as amendedsuit, action or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed proceeding for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the which indemnification is specifically approved by being sought; provided, however, that such Manager Indemnified Party undertakes to repay the court of law which shall have been advised as advanced funds to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933Owner, as amended, was violated) or together with the applicable state authority (as legal rate of interest thereon, in cases in which such Manager Indemnified Party is found pursuant to any claim involving allegations that the applicable state’s securities laws were violated); a final and non-appealable order or (iii) in the opinion of counsel for the Company, the right judgment to indemnification has been settled by controlling precedentnot be entitled to indemnification. 6.7.3 The provisions of this Subsection 7.7 shall be in addition to, and not in lieu of, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entities.

Appears in 1 contract

Samples: Property Management and Leasing Agreement (Behringer Harvard Opportunity REIT II, Inc.)

Indemnification of Manager. 6.7.1 7.8.1 The Manager, its members, shareholders, managers, affiliatesAffiliates, officers, directors, partners, manager, members, employees, agentsagents and assigns, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable lawassets) from, any loss or damage incurred by them, the Company or the Members in connection with the business of the Company, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute gross negligence or willful malfeasance, pursuant to the authority granted, to promote the interests of the Company. Moreover, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 7.8.2 Notwithstanding Subsection 7.7.1Section 7.8.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, officer or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and NotesClass A Units. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for reasonable expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, 1933 was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions 7.8.3 Notwithstanding anything contained herein to the contrary, any indemnification of this Subsection 7.7 the Manager or any Member shall be fully subordinated to any obligations respecting the properties and such indemnification shall not constitute a claim against the Company in addition to, and not the event that cash flow in lieu of, or limit, any provisions excess of the Company’s Certificate amounts necessary to pay holders of Formation authorizing the limitation of liability, and such obligations is insufficient to pay such indemnification of, the Manager and certain other persons and entitiesobligations.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Indemnification of Manager. 6.7.1 The ManagerOwner agrees to indemnify, defend, protect, save and hold harmless Manager and its stockholders, partners, members, shareholders, managers, affiliates, officers, directors, partners, employees, agentsmanagers, successors and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by themcollectively, the Company or the Members “Indemnified Parties”) from any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “Losses”) in connection with or in any way related to (i) any Contract, (ii) each Property, including any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous substances on the business Property, from liability for damage to each Property and injuries to or death of any person whomsoever, and damage to Property, and from liability arising out of or related to a Property that Owner has abandoned or ceased funding operating shortfalls and (iii) the willful misconduct, gross negligence or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner, or the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, ordinances, statutes, or regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice; provided, however, that the indemnification and exculpation shall not extend to any such Losses arising out of the Companywillful misconduct, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute gross negligence or malfeasanceunlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction) of Manager, pursuant its agents, servants, or employees; provided, further, that the indemnification and exculpation shall be limited to the authority granted, extent that Manager recovers insurance proceeds with respect to promote the interests of the Companythat matter. Moreover, the Manager shall not be liable to the Company for any error of judgment or the Members because for any taxing authorities disallow mistake of fact or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Managerlaw, or memberfor anything that it may do or refrain from doing, shareholderexcept in cases of willful misconduct, manager, affiliate, partner, agent, director, officer, gross negligence or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of unlawful acts (the unlawfulness having been adjudicated by a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violatedproper jurisdiction); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of this Subsection 7.7 shall be in addition to, and not in lieu of, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entities.

Appears in 1 contract

Samples: Property Management Agreement (Postal Realty Trust, Inc.)

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Indemnification of Manager. 6.7.1 The ManagerCompany shall, its members, shareholders, managers, affiliates, officers, directors, partners, employees, agents, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, indemnify and hold harmless the Manager, its members, managers, employees, agents, assigns or any loss of their respective affiliates or damage incurred by themany person who was, at the time in question, such a person (collectively, the “Related Persons”) and the Company shall release each Related Person, to the fullest extent permitted by law, from and against any and all Damages (as defined below), including, without limitation, Damages incurred in preparing or defending any action, claim, proceeding, investigation or appeal from any of the Members foregoing by or before any court or governmental authority, whether pending or threatened, whether or not a Related Person is or may be a party thereto, which, in the judgment of the Manager, arise out of, relate to or are in connection with this Agreement or the management or conduct of the business or affairs of the Company, including Company provided that (a) the act or failure to act giving rise to such Damages was taken in good faith and except for any such Damages that are found by way a court of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting competent jurisdiction to have resulted primarily from any act or omission performed which constituted gross negligence, intentional misconduct, an intentional or omitted in good faithmaterial breach of this Agreement or a knowing violation of law, which and (b) if such Related Person is entitled to indemnification from any source other than the Company, then the Manager shall not constitute negligence or malfeasanceuse its reasonable best efforts to cause such Related Person to seek indemnification from such other source simultaneously with seeking indemnification from the Company, pursuant to and the authority granted, to promote amount recovered by such Related Person from such other source shall reduce the interests amount of the Company’s indemnification obligation hereunder. MoreoverAttorneys’ fees and expenses shall be paid by the Company as they are incurred upon receipt of an undertaking, in each case, by or on behalf of the Related Person on whose behalf such expenses are incurred to repay such amounts if it is ultimately determined that such Related Person is not entitled to indemnification with respect thereto. The indemnification provisions of this Section may be asserted and enforced by, and shall be for the benefit of, each Related Person, and each Related Person is hereby specifically empowered to assert and enforce such right; provided that any Related Person who enters into a settlement of any proceeding without the prior approval of the Manager (which approval shall not be liable unreasonably withheld) shall not be entitled to the Company or the Members because indemnification provided in this section. The right of any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect Related Person to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, indemnification provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of this Subsection 7.7 herein shall be in addition to, to any and not in lieu of, all rights to which such Related Person may otherwise be entitled by contract or limit, any provisions as a matter of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entitieslaw or equity.

Appears in 1 contract

Samples: Management Services Agreement (Pw Eagle Inc)

Indemnification of Manager. 6.7.1 The ManagerCompany shall, at its memberscost and expense, shareholdersindemnify, managers, affiliates, defend and hold harmless the Manager and its officers, directors, partners, members, managers, employees, agents, Affiliates, personal representatives, successors and assigns shall not be liable forfrom and against any and all claims, demands, losses, damages, liabilities, obligations, lawsuits and other proceedings, judgments and awards, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by them, the Company or the Members in connection with the business of the Company, including by way of illustration, but not limitation, costs and expenses (including reasonable attorneys’ fees and any amounts expended expenses) arising directly or indirectly, in the settlement whole or in part, out of any claims of loss or damage resulting from any act or omission performed or omitted in good connection with the assets, business, operations or activities of the Company (including any of its Subsidiaries) or in dealing with third parties on behalf of the Company (including any of its Subsidiaries) unless such act or omission (a) constitutes gross negligence or a material breach under this Agreement; (b) involves bad faith, willful or intentional misconduct or a knowing violation of law; (c) relates to a transaction from which such Person derived an improper personal benefit; (d) involves a circumstance in which the liability provisions of Section 605.0406 of the Act are applicable; or (e) constitutes a breach of duties or obligations under Section 605.04091 of the Act, taking into account any variation of such duties and obligations provided for in this Agreement. Any indemnity under this Section 15.2 shall not constitute negligence or malfeasance, pursuant be provided out of and to the authority grantedextent of Company assets only, to promote and no Member shall have any personal liability on account thereof. The indemnity in this Section 15.2 shall survive the interests dissolution and termination of the CompanyCompany and the termination of this Agreement. Moreover, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 Notwithstanding Subsection 7.7.1, the The Company shall not indemnify pay for any Managerinsurance covering liability of any Manager or of its officers, directors, partners, members, managers, employees, agents, Affiliates, personal representatives, successors or memberassigns for actions or omissions for which indemnification is not permitted hereunder; provided, shareholderthat nothing contained herein shall preclude the Company from purchasing and paying for such types of insurance, manager, affiliate, partner, agent, director, officer, or other employee thereof, for including extended coverage liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933and casualty and worker’s compensation, as amended, would be customary for any Person owning comparable property and engaged in a similar business or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and Notes. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of this Subsection 7.7 shall be in addition to, and not in lieu of, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the from naming a Manager and certain other persons and entitiesany of its Affiliates as additional insured parties thereunder.

Appears in 1 contract

Samples: Operating Agreement (HMG Courtland Properties Inc)

Indemnification of Manager. 6.7.1 7.8.1 The Manager, its members, shareholders, managers, affiliates, officers, directors, partners, employees, agentsagents and assigns, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by them, the Company or the Members in connection with the business of the Company, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not constitute negligence or malfeasance, pursuant to the authority granted, to promote the interests of the Company. Moreover, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 7.8.2 Notwithstanding Subsection 7.7.1Section 7.8.1, the Company shall not indemnify any Manager, or member, shareholder, manager, affiliate, partner, agent, director, officer, officer or other employee thereof, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and NotesInvestor Units. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 The provisions of this Subsection 7.7 7.8.3 Notwithstanding any provision hereof to the contrary, any indemnification shall be fully subordinated to any obligations respecting the Interest and shall not constitute a claim against the Company in addition to, and not in lieu of, or limit, any provisions of the Company’s Certificate of Formation authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entitiesevent that cash flow is insufficient to pay such obligations.

Appears in 1 contract

Samples: Operating Agreement (T Reit Inc)

Indemnification of Manager. 6.7.1 (a) The Manager, its members, shareholders, managers, affiliates, officers, directors, partners, employees, agentsagents and assigns, and assigns shall not be liable for, and shall be indemnified and held harmless (to the full extent of the Company’s assets and to the maximum extent permitted by applicable law) from, any loss or damage incurred by them, the Company or the Members in connection with the business of the Company, including by way of illustration, but not limitation, costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faithfaith while acting in the best interests of the Company, which shall not constitute negligence or malfeasance, pursuant to the authority granted, to promote the interests of the Company, provided that (i) the Company’s officers or advisors or their affiliates have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; and (ii) such indemnification is recoverable only out of the Company’s net assets and not from its Members. Moreover, the Manager shall not be liable to the Company or the Members because any taxing authorities disallow or adjust any deductions or credits in the Company income tax returns. 6.7.2 (b) Notwithstanding Subsection 7.7.1Section 7.8(a), the Company shall not indemnify any Manager, or memberits members, shareholdermanagers, manageraffiliates, affiliateofficers, partnerdirectors, agentpartners, directoremployees, officer, or other employee thereofagents and assigns, for liability imposed or expenses incurred in connection with any claim arising out of a violation of the Securities Act of 1933, as amended, or any other federal or state securities law, with respect to the offer and sale of the Preferred Interests and NotesInterests. Indemnification will be allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that (i) the Manager party seeking indemnification is successful in defending the action; (ii) the indemnification is specifically approved by the court of law which shall have been advised as to the current position of the Securities and Exchange Commission (as to any claim involving allegations that the Securities Act of 1933, as amended, was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated); or (iii) in the opinion of counsel for the Company, the right to indemnification has been settled by controlling precedent. 6.7.3 (c) The provisions of this Subsection 7.7 Section 7.8 shall be in addition to, and not in lieu of, or limit, any the provisions of the Company’s Certificate Articles of Formation Organization authorizing the limitation of liability, and indemnification of, the Manager and certain other persons and entities.

Appears in 1 contract

Samples: Operating Agreement

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