Common use of Indemnification of Members Clause in Contracts

Indemnification of Members. (a) The Company shall, to the fullest extent permitted by the Act, as amended from time to time, indemnify each Member, each Member's Affiliates, and the respective directors, officers, employees and agents of each Member and its Affiliates (collectively, "INDEMNIFIED PERSONS") from and against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts paid in settlements) reasonably incurred by or imposed upon an Indemnified Person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such Indemnified Person may become involved by reason of (i) any act performed by such Indemnified Person in connection with the performance of and within the scope of the authority conferred by the Collaboration Agreement or (ii) such Indemnified Person's service as a director, officer, manager or member of the Company or any of its subsidiaries or, if such service was undertaken at the request of the Company, such Indemnified Person's service as a director, officer or trustee of, or in a similar capacity with, another organization. (b) Indemnification may include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if it is ultimately determined that such Indemnified Person is not entitled to indemnification under this Article 7, which undertaking may be accepted without reference to the financial ability of the Indemnified Person to make such repayments. (c) The Company shall not indemnify any Indemnified Person in connection with a proceeding (or part thereof) initiated by such person unless such Indemnified Person is successful on the merits, the proceeding was authorized by the Members or the proceeding seeks a declaratory judgment regarding such Indemnified Person's own conduct. (d) The indemnification rights provided in this Article 7 (i) shall not be deemed exclusive of any other rights to which Indemnified Persons may be entitled under any law, agreement or vote of disinterested Members or otherwise and (ii) shall inure to the benefit of the heirs, executors and administrators of Indemnified Persons. The Company may, to the extent authorized from time to time by its Members, grant indemnification rights to employees or agents of the Company or persons other than Indemnified Persons serving the Company and such rights may be equivalent to, or greater or less than, those set forth in this Article 7. (e) No indemnification shall be provided for any Indemnified Person with respect to (i) any matter as to which such Indemnified Person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Person's action was in the best interests of the Company, (ii) any act which constitutes gross negligence or wilful misconduct or (iii) any matter disposed of by a compromise payment by such Indemnified Person, pursuant to a consent decree or otherwise, unless the payment and indemnification thereof have been approved by the Members, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. (f) Any amendment or repeal of the provisions of this Article 7 shall not adversely affect any right or protection of an Indemnified Person with respect to any act or omission of such Indemnified Person occurring prior to such amendment or repeal.

Indemnification of Members. (a) The Company shall, to the fullest extent permitted by the Act, as amended from time to time, indemnify each Member, each Member's Affiliates, and the respective directors, officers, employees and agents of each Member and its Affiliates (collectively, "INDEMNIFIED PERSONSIndemnified Persons") from and against all expenses ------------------- and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts paid in settlements) reasonably incurred by or imposed upon an Indemnified Person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such Indemnified Person may become involved by reason of (i) any act performed by such Indemnified Person in connection with the performance of and within the scope of the authority conferred by the Collaboration Agreement or (ii) such Indemnified Person's service as a director, officer, manager or member of the Company or any of its subsidiaries or, if such service was undertaken at the request of the Company, such Indemnified Person's service as a director, officer or trustee of, or in a similar capacity with, another organization. (b) Indemnification may include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if it is ultimately determined that such Indemnified Person is not entitled to indemnification under this Article 7, which undertaking may be accepted without reference to the financial ability of the Indemnified Person to make such repayments. (c) The Company shall not indemnify any Indemnified Person in connection with a proceeding (or part thereof) initiated by such person unless such Indemnified Person is successful on the merits, the proceeding was authorized by the Members or the proceeding seeks a declaratory judgment regarding such Indemnified Person's own conduct. (d) The indemnification rights provided in this Article 7 (i) shall not be deemed exclusive of any other rights to which Indemnified Persons may be entitled under any law, agreement or vote of disinterested Members or otherwise and (ii) shall inure to the benefit of the heirs, executors and administrators of Indemnified Persons. The Company may, to the extent authorized from time to time by its Members, grant indemnification rights to employees or agents of the Company or persons other than Indemnified Persons serving the Company and such rights may be equivalent to, or greater or less than, those set forth in this Article 7. (e) No indemnification shall be provided for any Indemnified Person with respect to (i) any matter as to which such Indemnified Person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Person's action was in the best interests of the Company, (ii) any act which constitutes gross negligence or wilful willful misconduct or (iii) any matter disposed of by a compromise payment by such Indemnified Person, pursuant to a consent decree or otherwise, unless the payment and indemnification thereof have been approved by the Members, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. (f) Any amendment or repeal of the provisions of this Article 7 shall not adversely affect any right or protection of an Indemnified Person with respect to any act or omission of such Indemnified Person occurring prior to such amendment or repeal.

Indemnification of Members. (a) 7.1.1 The Company shall, to the fullest extent permitted by the Act, as amended from time to time, indemnify each Member, each Member's Affiliates, and the respective directors, officers, employees and agents of each Member and its Affiliates (collectively, "INDEMNIFIED PERSONSIndemnified Persons") from and against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts paid in settlements) reasonably incurred by or imposed upon an Indemnified Person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such Indemnified Person may become involved by reason of (i) any act performed by such Indemnified Person in connection with the performance of and within the scope of the authority conferred by the Collaboration Agreement or (ii) such Indemnified Person's service as a director, officer, manager or member of the Company or any of its subsidiaries or, if such service was undertaken at the request of the Company, such Indemnified Person's service as a director, officer or trustee of, or in a similar capacity with, another organization. (b) 7.1.2 Indemnification may include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if it is ultimately determined that such Indemnified Person is not entitled to indemnification under this Article 7, which undertaking may be accepted without reference to the financial ability of the Indemnified Person to make such repayments. (c) 7.1.3 The Company shall not indemnify any Indemnified Person in connection with a proceeding (or part thereof) initiated by such person unless such Indemnified Person is successful on the merits, the proceeding was authorized by the Members or the proceeding seeks a declaratory judgment regarding such Indemnified Person's own conduct. (d) 7.1.4 The indemnification rights provided in this Article 7 (i) shall not be deemed exclusive of any other rights to which Indemnified Persons may be entitled under any law, agreement or vote of disinterested Members or otherwise and (ii) shall inure to the benefit of the heirs, executors and administrators of Indemnified Persons. The Company may, to the extent authorized from time to time by its Members, grant indemnification rights to employees or agents of the Company or persons other than Indemnified Persons serving the Company and such rights may be equivalent to, or greater or less than, those set forth in this Article 7. (e) No indemnification shall be provided for any Indemnified Person with respect to (i) any matter as to which such Indemnified Person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Person's action was in the best interests of the Company, (ii) any act which constitutes gross negligence or wilful misconduct or (iii) any matter disposed of by a compromise payment by such Indemnified Person, pursuant to a consent decree or otherwise, unless the payment and indemnification thereof have been approved by the Members, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. (f) Any amendment or repeal of the provisions of this Article 7 shall not adversely affect any right or protection of an Indemnified Person with respect to any act or omission of such Indemnified Person occurring prior to such amendment or repeal.

Indemnification of Members. (a) The Company shall, to the fullest extent permitted by the Act, as amended from time to time, indemnify each Member, each Member's Affiliates, and the respective directors, officers, employees and agents of each Member and its Affiliates (collectively, "INDEMNIFIED PERSONSIndemnified Persons") from and against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts paid in settlements) reasonably incurred by or imposed upon an Indemnified Person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such Indemnified Person may become involved by reason of (i) any act performed by such Indemnified Person in connection with the performance of and within the scope of the authority conferred by the Collaboration Agreement or (ii) such Indemnified Person's service as a director, officer, manager or member of the Company or any of its subsidiaries or, if such service was undertaken at the request of the Company, such Indemnified Person's service as a director, officer or trustee of, or in a similar capacity with, another organization. (b) Indemnification may include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if it is ultimately determined that such Indemnified Person is not entitled to indemnification under this Article 7, which undertaking may be accepted without reference to the financial ability of the Indemnified Person to make such repayments. (c) The Company shall not indemnify any Indemnified Person in connection with a proceeding (or part thereof) initiated by such person unless such Indemnified Person is successful on the merits, the proceeding was authorized by the Members or the proceeding seeks a declaratory judgment regarding such Indemnified Person's own conduct. (d) The indemnification rights provided in this Article 7 (i) shall not be deemed exclusive of any other rights to which Indemnified Persons may be entitled under any law, agreement or vote of disinterested Members or otherwise and (ii) shall inure to the benefit of the heirs, executors and administrators of Indemnified Persons. The Company may, to the extent authorized from time to time by its Members, grant indemnification rights to employees or agents of the Company or persons other than Indemnified Persons serving the Company and such rights may be equivalent to, or greater or less than, those set forth in this Article 7. (e) No indemnification shall be provided for any Indemnified Person with respect to (i) any matter as to which such Indemnified Person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Person's action was in the best interests of the Company, (ii) any act which constitutes gross negligence or wilful misconduct or (iii) any matter disposed of by a compromise payment by such Indemnified Person, pursuant to a consent decree or otherwise, unless the payment and indemnification thereof have been approved by the Members, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. (f) Any amendment or repeal of the provisions of this Article 7 shall not adversely affect any right or protection of an Indemnified Person with respect to any act or omission of such Indemnified Person occurring prior to such amendment or repeal.

Indemnification of Members. (a) The Company shall, to the fullest extent permitted by the Act, as amended from time to time, indemnify each Member, each Member's Affiliates, and the respective directors, officers, employees and agents of each Member and its Affiliates (collectively, "INDEMNIFIED PERSONSIndemnified Persons") from and against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts paid payable in settlements) reasonably incurred by or imposed upon an Indemnified Person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such Indemnified Person may become involved by reason of (i) any act performed by such Indemnified Person him in connection with the performance of and within the scope of the authority conferred by the Collaboration Agreement or (ii) such Indemnified Person's service as a director, officer, manager or member of the Company or any of its subsidiaries or, if such service was undertaken at the request of the Company, such Indemnified Person's service as a director, officer or trustee of, or in a similar capacity with, another organization.the (b) Indemnification may include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an any undertaking by the Indemnified Person to repay such payment if it is ultimately determined that such Indemnified Person he is not entitled to indemnification under this Article 7, which undertaking may be accepted without reference to the financial ability of the Indemnified Person to make such repayments. (c) The Company shall not indemnify any Indemnified Person in connection with a proceeding (or part thereof) initiated by such person unless such Indemnified Person he is successful on the merits, the proceeding was authorized by the Members or the proceeding seeks a declaratory judgment regarding such Indemnified Person's his own conduct. (d) The indemnification rights provided in this Article 7 (i) shall not be deemed exclusive of any other rights to which Indemnified Persons may be entitled under any law, agreement or vote of disinterested Members or otherwise otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of Indemnified Persons. The Company may, to the extent authorized from time to time by its Members, grant indemnification rights to employees or agents of the Company or persons other than Indemnified Persons serving the Company and such rights may be equivalent to, or greater or less than, those set forth in this Article 7.or (e) No indemnification shall be provided for any Indemnified Person with respect to (i) any matter as to which such Indemnified Person he shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Person's his action was in the best interests of the Company, (ii) any act which constitutes gross negligence or wilful misconduct or (iii) any matter disposed of by a compromise payment by such Indemnified Person, pursuant to a consent decree or otherwise, unless the payment and indemnification thereof have been approved by the Members, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. (f) Any amendment or repeal of the provisions of this Article 7 shall not adversely affect any right or protection of an Indemnified Person with respect to any act or omission of such Indemnified Person occurring prior to such amendment or repeal.

Indemnification of Members. (a) The Company shall, to the fullest extent permitted by the Act, as amended from time to time, indemnify each Member, each Member's Affiliates, and the respective directors, officers, employees and agents of each Member and its Affiliates (collectively, "INDEMNIFIED PERSONSIndemnified Persons") from and against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts paid in settlements) reasonably incurred by or imposed upon an Indemnified Person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such Indemnified Person may become involved by reason of (i) any act performed by such Indemnified Person in connection with the performance of and within the scope of the authority conferred by the Collaboration Agreement or (ii) such Indemnified Person's service as a director, officer, manager or member of the Company or any of its subsidiaries or, if such service was undertaken at the request of the Company, such Indemnified Person's service as a director, officer or trustee of, or in a similar capacity with, another organization. (b) Indemnification may include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if it is ultimately determined that such Indemnified Person is not entitled to indemnification under this Article 7, which undertaking may be accepted without reference to the financial ability of the Indemnified Person to make such repayments. (c) The Company shall not indemnify any Indemnified Person in connection with a proceeding (or part thereof) initiated by such person unless such Indemnified Person is successful on the merits, the proceeding was authorized by the Members or the proceeding seeks a declaratory judgment regarding such Indemnified Person's own conduct. (d) The indemnification rights provided in this Article 7 (i) shall not be deemed exclusive of any other rights to which Indemnified Persons may be entitled under any law, agreement or vote of disinterested Members or otherwise and (ii) shall inure to the benefit of the heirs, executors and administrators of Indemnified Persons. The Company may, to the extent authorized from time to time by its Members, grant indemnification rights to employees or agents of the Company or persons other than Indemnified Persons serving the Company and such rights may be equivalent to, or greater or less than, those set forth in this Article 7. (e) No indemnification shall be provided for any Indemnified Person with respect to (i) any matter as to which such Indemnified Person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Person's Person?s action was in the best interests of the Company, (ii) any act which constitutes gross negligence or wilful misconduct or (iii) any matter disposed of by a compromise payment by such Indemnified Person, pursuant to a consent decree or otherwise, unless the payment and indemnification thereof have been approved by the Members, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. (f) Any amendment or repeal of the provisions of this Article 7 shall not adversely affect any right or protection of an Indemnified Person with respect to any act or omission of such Indemnified Person occurring prior to such amendment or repeal.