Indemnification of Managers and Officers. To the fullest extent permitted by law, the Company shall indemnify and hold harmless any Manager or officer of the Company (collectively, the "Indemnitees") from and against any and all claims and demands whatsoever; provided that no indemnification will be made to or on behalf of any Indemnitee if a judgment or other final adjudication adverse to such Indemnitee establishes; (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The provisions of this Article shall continue to afford protection to each Indemnitee regardless of whether he or she remains a Manager, officer, employee or agent of the Company. Indemnification shall be limited to the capital of the Company, except to the extent that such indemnification is covered by the proceeds of any insurance purchased by Company. No member shall be responsible for this indemnification obligation.
Indemnification of Managers and Officers. (a) The Company shall indemnify and hold harmless, to the fullest extent permitted by Applicable Law, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether brought by or on behalf of the Company by reason of the fact that such person is or was a Member, Manager or an Officer of the Company (each, an “Indemnitee”), against reasonable and documented expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; provided, however, no Indemnitee shall be entitled to indemnification under this Section 7.04(a) if his, her or its actions were in bad faith, were not done with the reasonable belief that such actions were in the best interests of the Company or were a criminal act.
(b) The Company shall pay or reimburse reasonable and documented expenses (including reasonable attorneys’ fees) incurred by an Indemnitee in defending a civil, criminal, administrative or investigative action, suit or proceeding brought by a party (other than a direct action by the Company) against the Indemnitee in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by the Company as authorized in this Section 7.04.
(c) Notwithstanding any other provision of this Section 7.04, the Company shall pay or reimburse reasonable and documented expenses (including reasonable attorneys’ fees) incurred by an Indemnitee in connection with such Indemnitee’s appearance as a witness or other participant on behalf of the Company in a proceeding involving or affecting the Company at a time when the Indemnitee is not a named defendant or respondent in the proceeding.
(d) The right of indemnification and reimbursement provided in this Section 7.04 shall be in addition to any rights to which an Indemnitee may otherwise be entitled and shall inure to the benefit of the executors, administrators, personal representatives, successors or assigns of each Indemnitee.
(e) The rights to indemnification and reimbursement provided for in this Section 7.04 may be satisfied only out of the assets of the Company, and none of the Members shall be personally liable f...
Indemnification of Managers and Officers. Except for claims as to which such Manager or officer has expressly agreed in writing to provide indemnity or has otherwise guaranteed any obligation of the LLC or any subsidiary of the LLC, the LLC shall indemnify, to the fullest extent permitted by the Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than said law permitted the LLC to provide prior to such amendment) any person (an “Indemnified Person”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not brought by or in the right of the LLC) (a “Proceeding”) by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a Manager or officer of the LLC, or is or was serving at the request of the LLC as a director, manager or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all liability, loss suffered, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Proceeding if he or her acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the LLC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the LLC and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful. Notwithstanding the foregoing, the LLC shall indemnify any such person seeking indemnification in connection with a Proceeding initiated by such person only if the initiation and continued prosecution of such action, suit or proceeding was authorized by the Board.
Indemnification of Managers and Officers. (a) After Closing, neither Buyer nor the Company nor the Company’s members shall amend, repeal or otherwise modify the Governing Documents of the Company or manage the Company in any manner that would affect adversely the rights thereunder of persons who at and any time prior to the Closing Date were members, managers, officers, employees or agents of the Company or which would affect any elimination from liability of any such Persons. After Closing, Buyer shall, and shall cause the Company to, honor any indemnification arrangements between the Company and any of its members, managers, officers, employees or agents. To the extent not already in existence, member, manager and officer indemnification agreements in the form attached hereto as Exhibit 7.7 will be executed by the Company in favor of each of the Company’s members, managers, officers, employees or agents prior to the consummation of the transactions contemplated hereby. In the event any claim or claims are asserted or made pursuant to the indemnification rights set forth in this Section 7.7, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Any determination required to be made with respect to whether a person’s conduct complies with the applicable standard of conduct shall be made by independent legal counsel selected by any such member, manager, officer, employee or other agent and reasonably acceptable to Buyer.
(b) Prior to the Closing, the Company will purchase a six (6) year directors’ and officers’ liability insurance and fiduciary liability insurance (a “Tail Policy”) covering the managers and officers of the Company who are currently covered by any existing directors’ and officers’ liability insurance or fiduciary liability insurance policies applicable to the Company and Buyer will take no action which would interfere with the benefit of such Tail Policy during such term.
Indemnification of Managers and Officers. 32 SECTION 8.13 RESALE REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 ARTICLE IX
Indemnification of Managers and Officers. Each person who is or was a Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a manager, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) shall be indemnified by the Company to the full extent permitted or authorized by the law of the State of Delaware. The Company may, but shall not be obligated to, maintain insurance, at its expense, for its benefit in respect of such indemnification and that of any such person whether or not the Company would otherwise have the power to indemnify such person.
Indemnification of Managers and Officers. The Company shall to the extent of its assets indemnify and hold harmless the Manager and any officers for any liability incurred by the Manager or officer as a result of his being the Manager or officer of the Company or any acts taken by the Manager or officer on behalf of the Company, if: (1) he conducted himself in good faith; (2) he reasonably believed, in the case of conduct in his official capacity with the Company, that his conduct was in the Company’s best interest; and in all other cases, that his conduct was at least not opposed to the Company’s best interest; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. The Company shall indemnify its employees and other agents who are not Managers or officers to the fullest extent permitted by law, provided that the indemnification in any given situation is approved by Members owning a majority of the Governance Interests.
Indemnification of Managers and Officers. (a) During the period ending six (6) years after the Closing Date, the Company shall, and Buyer will cause the Company to, fulfill its obligations to the present and former members of the Company’s Board of Managers and present and former officers of the Company (the “Indemnified D&Os”), pursuant to the terms of the Company Member Organizational Documents, as the case may be, as in effect on the date hereof.
(b) Prior to the Closing, the Company shall obtain prepaid directors’ and officers’ liability insurance policy or policies (i.e., “tail coverage”) which policies provide such Indemnified D&Os with coverage for an aggregate period of not less than six (6) years following the Closing Date with coverage in the same amount and scope as the Company’s existing coverage, with respect to claims arising from facts or events that occurred on or before the Closing Date, including with respect to the transactions contemplated by this Agreement and the Ancillary Agreements. The premiums for such prepaid policy shall be paid in full by the Company at or prior to the Closing, and such prepaid policies shall be non-cancelable. Company US-DOCS\102662145.20 shall, and Buyer shall cause the Company to, maintain such policy in full force and effect, and continue to honor the obligations thereunder, during the period for which it has been prepaid.
(c) In the event Company, or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that such continuing or surviving entity or transferee of such assets, as the case may be, shall assume the Company’s obligations set forth in this Section 6.6.
(d) The terms and provisions of this Section 6.6 are intended to be in addition to the rights otherwise available to the Indemnified D&Os by applicable Legal Requirements, the Company Member Organizational Documents, or other contract, as applicable, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified D&Os and their respective heirs and representatives, each of whom is an intended third party beneficiary of this Section 6.6.
Indemnification of Managers and Officers. To the fullest extent permitted by Law, for a period of six (6) years following the Closing, all rights to indemnification, as provided in the Organizational Documents in effect on the Closing Date, in favor of the current or former employees, managers and/or officers of any Company Entity with respect to their activities on behalf of the Company Entities prior to the Closing, shall survive the Closing and shall continue in full force and effect (without amendment adverse to such employees, managers and/or officers), and neither Buyer nor the Company shall intentionally derogate such rights.
Indemnification of Managers and Officers. Each of the certificate of incorporation and bylaws of the Surviving Corporation and each of its Subsidiaries shall contain provisions no less favorable with respect to indemnification than are set forth in the Company Charter Documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, agents or employees of the Company or any of its Subsidiaries or who were otherwise entitled to indemnification pursuant to the Company Charter Documents. The Parent shall cause to be maintained in effect for six years after the Effective Time the current policies of the directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries with respect to matters occurring prior to the Effective Time; provided that the Parent may substitute therefor policies of at least the same coverage containing terms and conditions that are not less advantageous than the existing policies (including with respect to the period covered). The foregoing notwithstanding, in no event will Parent be required to expend annually in excess of 250% of the annual premium currently paid by the Company for such coverage (and to the extent the annual premium would exceed 250% of the annual premium currently paid by the Company for such coverage, Parent shall use all reasonable efforts to cause to be maintained the maximum amount of coverage as is available for such 250% of such annual premium). Parent will indemnify each individual who served as a director or officer of the Company at any time prior to the Closing Date from and against all third party Proceedings, including all court costs and reasonable attorney fees and expenses resulting from or arising out of, or caused by, this Agreement or any of the transactions contemplated hereby.
