Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. Except as limited by applicable law, the Company shall indemnify the Manager for any and all expenses, losses, liabilities and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of or relating to the conduct of the Company’s activities, except an action with respect to which the Manager is finally adjudged to be liable for breach of a fiduciary duty owed to the Company or the Members under the Act or this Agreement. The Company shall advance the costs and expenses of defending actions against the Manager arising out of or relating to the management of the Company, provided that the Company first receives the written undertaking of the Manager to reimburse the Company if ultimately the Manager is finally judicially determined not to be entitled to indemnification hereunder.

Indemnification of Manager. Except as limited by applicable law, the Company shall indemnify the Manager for any and all expenses, losses, liabilities and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of or relating to the conduct of the Company’s activities, except an action with respect to which the Manager is finally adjudged to be liable for breach of a fiduciary duty owed to the Company or the Members under the Act or this Agreement. The Company shall advance the costs and expenses of defending actions against the Manager arising out of or relating to the management of the Company, provided that the Company first receives the written undertaking of the Manager to reimburse the Company if ultimately the Manager is finally judicially determined not to be entitled to indemnification hereunder.. LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC