Indemnification of Managing Member Sample Clauses

Indemnification of Managing Member. (a) Each person who is or was a Managing Member of the Company, and the heirs, executors, administrators or estate of each such person as well as such employees or agents of the Company as determined by the Managing Member, shall be indemnified, with respect to having acted in such capacity, by the Company to the full extent permitted or authorized by the general corporation laws of the State of Delaware now or hereafter in force, including the advance of expenses under the procedures provided by such laws, applied as if the Company were a corporation. No amendment of this Agreement shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. 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. The indemnification shall be payable solely to the extent of the assets of the Company and no Member shall have any personal liability therefor.
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Indemnification of Managing Member. (a) The Company shall indemnify the Managing Member if it was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any threatened, pending or completed Proceeding (other than a Proceeding by or in the right of the Company) by reason of the fact that such Managing Member is or was an agent of the Company against all Losses actually and reasonably incurred by or levied against such Managing Member in connection with such Proceeding, unless it is determined by a court of competent jurisdiction that such Managing Member acted in bad faith or with willful misconduct.
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Indemnification of Managing Member. In any pending or completed action, suit, or proceeding to which the Managing Member or any Member is or was a party by reason of the fact that such Managing Member or Member is or was the Managing Member or Member, the Company shall hold harmless and indemnify such Managing Member or Member from and against any and all losses, harm, liabilities, damages, costs, and expenses (including, but not limited to, attorneys' fees, judgments, and amounts paid in settlement) incurred by such Managing Member or Member in connection with such action, suit, or proceeding if such Managing Member or Member determined in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company, and provided that such Managing Member's or Member's conduct does not constitute gross negligence, willful misconduct, or breach of fiduciary duty to the Company or the Members.
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Indemnification of Managing Member a) The LLC, its receiver, or its trustee shall indemnify the Managing Member, any partners of the Managing Member, any officers, directors, shareholders, employees, agents, attorneys, subsidiaries, or assignees of the Managing Member or its partners and any Affiliates of the Managing Member or its partners against all liabilities and expenses (including penalties, fines, attorneys, subsidiaries, or assignees of the Managing Member or its partners and any Affiliates of the Managing Membmer or its partners against all liabilities and expenses (including penalties, fines, attorneys' fees, and amounts paid in compromise of a claim or to satisfy a judgment) reasonably incurred by any of them in defending or disposing of any threatened or actual civil, criminal, or administrative suit or proceeding arising out of or in any way relating to the LLC, the business of the LLC, or to acting or having acted as a Managing Member or an Affiliate of the Managing Member, including any payments made to satisfy guarantees of the debts of the LLC, except as limited in Section 7.2 of this Agreement. Notwithstanding anything to the contrary in Section 10.4(a), no person shall be indemnified as to any matter caused by that person's gross negligence, fraud, or criminal act or as to any matter in which the person is adjudicated to have acted in bad faith or with willful miscondect.
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Indemnification of Managing Member a) The LLC, its receiver, or its trustee shall indemnify the Managing Member, any partners of the Managing Member, any officers, directors, shareholders, employees, agents, attorneys, subsidiaries, or assignees of the Managing Member or its partners and any Affiliates of the Managing Member or its partners against all liabilities and expenses (including penalties, fines, attorneys’ fees, and amounts paid in compromise of a claim or to satisfy a judgment) reasonably incurred by any of them in defending or disposing of any threatened or actual civil, criminal, or administrative suit or proceeding arising out of or in any way relating to the LLC, the business of the LLC, or to acting or having acted as a Managing Member or an Affiliate of the Managing Member, including any payments made to satisfy guarantees of the debts of the LLC, except as limited in Section 7.2 of this Agreement. Notwithstanding anything to the contrary in Section 10.4(a), no person shall be indemnified as to any matter caused by that person’s gross negligence, fraud, or criminal act or as to any matter in which the person is adjudicated to have acted in bad faith or with willful misconduct.
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Indemnification of Managing Member. The Company shall indemnify and hold harmless the Managing Member against any loss, claim, damage, or expense (including reasonable attorneys' fees and costs) arising out of any claim, demand, suit, or action related to the performance or non-performance of any act concerning the business or the activities of the Company, unless, as a result of its performance or non-performance of such act, the Managing Member is judged guilty in a final judgment by a court of competent jurisdiction of gross negligence, gross misconduct, or willful malfeasance in connection therewith. The Company shall reimburse the Managing Member for all costs and expenses (including reasonable attorney's fees and expenses) incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not the Managing Member is a party, as such costs and expenses are expended or incurred, subject to the Managing Member's obligation to repay all such amounts if the Managing Member is ultimately determined not to be entitled to indemnification pursuant to this Section 6.8.
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Related to Indemnification of Managing Member

  • Indemnification of Manager The Principal shall indemnify the Manager and hold the Manager harmless from and against all actions, claims, demands, liabilities, losses, damages or expenses of whatever kind, including without limitation, attorneys’ fees, sustained or incurred by the Manager or any of its nominees in carrying out its authority or duties under this Agreement, unless resulting from its gross negligence or willful misconduct, provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights which the Principal may have under applicable securities or other laws.

  • Indemnification of General Partner The Partnership shall indemnify the General Partner, the members, managers, directors, officers, agents and employees of the General Partner against any losses, liabilities, damages and expenses to which any of such persons may become subject, including attorneys’ fees, judgments and amounts paid in settlement, actually and reasonably incurred by them, and advance all expenses to them, in connection with any threatened, pending or completed action, suit or proceeding to which any of them was or is a party or is threatened to be made a party by reason of the direct or indirect association by them with the Partnership to the maximum extent permitted by applicable law.

  • Limits of Manager Responsibility; Indemnification (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

  • INDEMNIFICATION OF ULTIMUS The Trust, on behalf of each Fund, agrees to indemnify and hold harmless Ultimus from and against any and all Losses arising directly or indirectly out of any action or omission to act which Ultimus takes (i) at any request or on the direction of or in reliance on the reasonable advice of the Trust or any Fund, (ii) upon any instruction, notice or other instrument that Ultimus reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund (other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes) or (iii) on its own initiative, in good faith and in accordance with the standard of care set forth herein, in connection with the performance of its duties or obligations hereunder; provided, however that the Trust shall have no obligation to indemnify or reimburse Ultimus under this Section 9 to the extent that Ultimus is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of Ultimus’ own willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder. (As used in this Section 9, the term “Ultimus” shall include directors, officers, employees and other agents of Ultimus as well as Ultimus itself.) The provisions of this paragraph 9 shall survive termination of this Agreement.

  • Limited Liability Indemnification (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee in its capacity as a person of the type described in the definition of the term, “Indemnitee,” provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.

  • Indemnification of Trustee The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

  • Limitation of Liability of Manager As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder.

  • Limited Liability and Indemnification Section 7.01.

  • COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE AND DELAWARE TRUSTEE 16 Section 7.1. Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. Termination of Trust Agreement and Issuer 18 ARTICLE IX SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES 19 Section 9.1. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 Section 9.2. Resignation or Removal of Owner Trustee 19 Section 9.3. Successor Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Section 10.1. Limitation on Rights of Others 22 Section 10.2. No Petition 22 Section 10.3. Limited Recourse 22 Section 10.4. Subordination 22 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 Section 11.1. Amendments 24 Section 11.2. Benefit of Agreement; Third-Party Beneficiaries 25 Section 11.3. Notices 25 Section 11.4. GOVERNING LAW 26 Section 11.5. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A Form of Certificate of Trust EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1, 2019 (this “Agreement”), among FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as Owner Trustee under this Agreement, and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2019-A.

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