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.

Appears in 2 contracts

Samples: Collaboration Agreement (Dyax Corp), Collaboration Agreement (Dyax Corp)

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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.

Appears in 2 contracts

Samples: Operating Agreement (Geltex Pharmaceuticals Inc), Operating Agreement (Geltex Pharmaceuticals Inc)

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 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.

Appears in 1 contract

Samples: Operating Agreement (Genzyme Transgenics Corp)

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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.

Appears in 1 contract

Samples: Operating Agreement (Biomarin Pharmaceutical Inc)

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