Indemnification of Member. (a) The Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save harmless, and pay all judgments and claims against the Member relating to any liability or damage incurred by reason of: (i) ownership of an Interest in the Company, and (ii) any act performed or omitted to be performed by the Member in connection with the business of the Company, in any case including attorneys’ fees incurred by the Member in connection with the defense of any action based on any of the foregoing.
(b) Notwithstanding anything to the contrary in Section 5.2(a) above, in the event that any provision in such Section is determined to be invalid in whole or in part, such Section shall be enforced to the maximum extent permitted by law.
Indemnification of Member. The Member, its shareholders, members, partners, Affiliates, officers, directors, employees, agents and assigns, shall not be liable for, and shall be indemnified and held harmless (to the extent of the Company’s assets) from, any loss or damage incurred by them, the Company or the Member in connection with the business of the Company, including costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted.
Indemnification of Member. The Company shall indemnify the Member and the Managers to the fullest extent permitted by law, and save and hold the Member and the Managers harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member, the Managers or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise of any such claim, action or demand.
Indemnification of Member. To the fullest extent permitted by applicable law, the Member and its respective employees, agents, affiliates and assigns shall be entitled to indemnification from the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred by this Agreement.
Indemnification of Member. To the fullest extent permitted by applicable law, Member, any affiliate Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of Member, or their respective affiliates, or any officer, employee or agent of the Company or its affiliates (any such person, a “Covered Person”) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.6 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 7.6.
Indemnification of Member. The Company shall fully indemnify the Member for any claim against the Member in the Member’s capacity as a managing member.
Indemnification of Member. The Company agrees to indemnify the Member to the fullest extent permitted by law, and to save and hold the Member harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand. Expenses, including attorneys’ fees, incurred by the Member in defending any proceeding referred to in this section, shall be paid by the Company, in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Member to repay such amount, if it shall ultimately be determined that such Member is not entitled to be indemnified by the Company as authorized in this section.
Indemnification of Member. The Company agrees to indemnify the Member to the fullest extent permitted by law, and to save and hold the Member harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand, provided; however, that this indemnification shall apply only so long as the Member has acted in good faith on behalf of the Company, in a manner reasonably believed by the Member to be within the scope of authority of the Member under this Agreement and in the best interests of the Company, and only if such action or failure to act did not constitute willful misconduct, fraud or gross negligence. Expenses, including attorneys’ fees, incurred by the Member in defending any proceeding referred to in this Section 6.1, shall be paid by the Company, in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Member to repay such amount, if it shall ultimately be determined that such Member is not entitled to be indemnified by the Company as authorized in this Section 6.1.
Indemnification of Member. (a) Unless otherwise provided in Section 6.3(c), the Company, its receiver, or its trustee shall indemnify, save harmless and pay all judgments and claims against the Member relating to any liability or damage incurred by the Member by reason of any act performed or omitted to perform by the Member in connection with the operations of the Company, including reasonable attorneys’ fees incurred by the Member in connection with the defense of any action based on such act or omission.
(b) Unless otherwise provided in Section 6.3(c), the Company shall indemnify, save harmless and pay all expenses, costs and liabilities of the Member, if, for the benefit of the Company and in accordance with this Agreement, the Member makes any deposit or makes any other similar payment of personal funds or assumes any personal obligation in connection with any assets proposed to be acquired by the Company and suffers any personal financial loss as the result of such action.
(c) Notwithstanding the provisions of Sections 6.3(a) and 6.3(b) above, such Sections shall be enforced only to the maximum extent permitted by law and the Member shall not be indemnified or held harmless from any liability or claim for fraud, intentional misconduct, or a knowing violation of any law or regulation that was material to the cause of action or if the Member’s breach of this Agreement or his duties to the Company contributed to such liability or claim.
Indemnification of Member. The Company, its receiver or trustee, shall indemnify and hold harmless Member and its affiliates, and their respective officers, directors, shareholders, partners, members, employees, agents, subsidiaries and assigns, from and against any liability, loss or damage incurred by them by reason of any act performed or omitted to be performed by them in connection with the Company business, including costs and attorneys’ fees, and any amounts expended in the settlement of any claims of liability, loss or damage, unless the loss, liability or damage was caused by the willful misconduct or fraud of Member or the indemnified person. Indemnification shall be made out of the assets or revenues of the Company without requiring additional capital contributions.
