Common use of Indemnification of Managers, Officers, Employees and Agents Clause in Contracts

Indemnification of Managers, Officers, Employees and Agents. 7.1 Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she is or was a member of the Management Board or an officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee, or agent of another limited liability company or of a corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such a proceeding is alleged action in an official capacity as a member of the Management Board, an officer, an employee, or an agent or in any other capacity while serving as a member of the Management Board, an officer, an employee, or an agent, will be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Act (including indemnification for negligence or gross negligence but excluding indemnification (i) for acts or omissions involving actual fraud or willful misconduct or (ii) with respect to any transaction from which the indemnitee derived an improper personal benefit), against all expense, liability, and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by that indemnitee in connection with the foregoing.

Indemnification of Managers, Officers, Employees and Agents. 7.1 Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she is or was a member of the Management Board or an officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee, or agent of another limited liability company or of a corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (an “indemniteeIndemnitee”), whether the basis of such a proceeding is alleged action in an official capacity as a member of the Management Board, an officer, an employee, or an agent or in any other capacity while serving as a member of the Management Board, an officer, an employee, or an agent, will be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Act (including indemnification for negligence or gross negligence but excluding indemnification (iI) for acts or omissions involving actual fraud or willful misconduct or (ii) with respect to any transaction from which the indemnitee derived an improper personal benefit), against all expense, liability, and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by that indemnitee in connection with the foregoing.

Indemnification of Managers, Officers, Employees and Agents. 7.1 (a) Each person Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, suit or proceeding, whether civil, criminal, administrative, administrative or investigative (hereinafter, a “"proceeding”), ") by reason of the fact that he or she is or was a member of the Management Board Manager or an officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, trust or other enterprise, including a service with respect to an employee benefit plan (hereinafter an “"indemnitee”"), whether the basis of such a proceeding is alleged action in an official capacity as a member of the Management BoardManager, an officer, an employee, employee or an agent or in any other capacity while serving as a member of the Management BoardManager, an officer, an employee, employee or an agent, will shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Act (including indemnification for negligence or gross negligence but excluding indemnification (i) for acts or omissions involving actual fraud or willful misconduct or (ii) with respect to any transaction from which the indemnitee derived an improper personal benefit), against all expense, liability, liability and loss (including attorneys’ ' fees, judgments, fines, excise taxes or penalties, penalties and amounts paid in settlement) reasonably incurred or suffered by that such indemnitee in connection with the foregoingtherewith.

Indemnification of Managers, Officers, Employees and Agents. 7.1 (a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, suit or proceeding, whether civil, criminal, administrative, administrative or investigative (hereinafter, a “proceeding”), ) by reason of the fact that he or she is or was a member of the Management Board Managing Member or an officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, trust or other enterprise, including a service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such a proceeding is alleged action in an official capacity as a member of the Management BoardManaging Member, an officer, an employee, employee or an agent or in any other capacity while serving as a member of the Management BoardManaging Member, an officer, an employee, employee or an agent, will shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Act (including indemnification for negligence or gross negligence but excluding indemnification (i) for acts or omissions involving actual fraud or willful misconduct or (ii) with respect to any transaction from which the indemnitee derived an improper personal benefit), against all expense, liability, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties, penalties and amounts paid in settlement) reasonably incurred or suffered by that such indemnitee in connection with the foregoingtherewith.

Indemnification of Managers, Officers, Employees and Agents. 7.1 6.1 Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she is or was a member of the Management Board or an officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee, or agent of another limited liability company or of a corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such a proceeding is alleged action in an official capacity as a member of the Management Board, an officer, an employee, or an agent or in any other capacity while serving as a member of the Management Board, an officer, an employee, or an agent, will be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Act (including indemnification for negligence or gross negligence but excluding indemnification (i) for acts or omissions involving actual fraud or willful misconduct or (ii) with respect to any transaction from which the indemnitee derived an improper personal benefit), against all expense, liability, and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by that indemnitee in connection with the foregoing.