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. 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.
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) 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.
Indemnification of Managers and Officers. (a) The certificate of formation and limited liability company agreement of the Surviving Company shall, with respect to indemnification of managers, officers, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Company Charter or the Company Bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement).
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. 32 SECTION 8.13 RESALE REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 ARTICLE IX
Indemnification of Managers and Officers. The Company shall, to the extent legally permissible, indemnify each of its Managers and Officers (including persons who serve at its request as directions, managers, officers or trustees of another organization) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, manager, officer or trustee, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that this action was not unlawful and was in the best interests of the Company; provided, however, that as to any matter disposed of by a compromise payment by such Manager or Officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (a) by a majority of the disinterested Managers then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Manager or Officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Company; or, if there are fewer than three disinterested Managers, then (b) by the Member. Expenses, including counsel fees, reasonably incurred by any Manager or officer in connection with the defense or disposition of any such action, suit or other proceeding shall be paid from time to time by the Company in advance of the final disposition thereof upon receipt of an undertaking by such Manager or Officer to repay the amounts so paid to the Company if it is ultimately determined that indemnification for such expenses is not authorized under this section. In the event that indemnification is to be provided hereunder for any liability or expense relating to a proceeding in which a Manager or Officer of this Company may be involved or with which he may be threatened by reason of his serving or having served at this Company’s request as a director, manager, officer or trustee of another organization...
Indemnification of Managers and Officers. Buyer agrees that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, existing as of the Execution Date in favor of the Seller Indemnified Parties as provided in the Target Companies’ respective certificates of formation, operating agreements or other organizational documents or in any agreement shall survive the transactions contemplated by this Agreement and shall continue in full force and effect for a period of not less than six years following the Effective Time. For a period of six years from the Effective Time, Buyer shall cause the Company to maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’ s and any of the Company Subsidiaries’ certificates of formation, operating agreements or similar organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or the Company Subsidiaries with any of the Seller Indemnified Parties in effect immediately prior to the Execution Date (to the extent that same has been fully disclosed to Buyer and full and complete copies thereof have been delivered to Buyer prior to the Execution Date), and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’ s Governing Documents in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was an Arrow Release Party;provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim.
