Indemnification of Officers. To the greatest extent allowed by the Act, the Officers shall not be liable to the Company or any Member because any taxing authorities disallow or adjust income, deduction or credits in the Company tax returns. Furthermore, the Officers shall not have any liability for the repayment of the capital contributions of any Member. In addition, the doing of any act or the omission to do any act by the Officers the effect of which may cause or result in loss or damage to the Company, if done in good faith and otherwise in accordance with the terms of this Agreement, shall not subject the Officers or their successors and assigns to any liability to the greatest extent allowed by the Act. To the greatest extent allowed by the Act, the Company will indemnify and hold harmless the Officers and their successors, delegees and assigns from any claim, loss, expense, liability, action or damage resulting from any such act or omission, including reasonable costs and expenses of litigation and appeal of such litigation (including reasonable fees and expenses of attorneys engaged by any of the Officers in defense of such act or omission), but the Officers shall not be entitled to be indemnified or held harmless due to, or arising from, their fraud, gross negligence, bad faith or willful malfeasance. Provided that the same is reflected in the Approved Budget, the Company may purchase and maintain insurance covering liability as may be asserted or awarded against the Persons indemnified hereunder, whether or not the Company would have the obligation to indemnify the Person against the liability under the provisions hereof. Notwithstanding anything herein to the contrary, (i) the foregoing indemnification is limited to liabilities that are not already covered by any existing insurance policy (whether such policy is owned by the Company or any Affiliate), 45
Indemnification of Officers. The Company, at the direction of the Board, may indemnify and advance expenses to an Officer, employee or agent of the Company or any Subsidiary to the same extent and subject to the same conditions under which it shall indemnify and advance expenses under Section 5.5(e).
Indemnification of Officers. 50 12.4. Waivers, Modifications and Amendments..................... 52 12.5. Further Assurances........................................ 52 12.6. Successors and Assigns.................................... 52 12.7. Benefits of Agreement Restricted to the Parties........... 52 12.8. Expenses.................................................. 52 12.9. Currency Conversions...................................... 52 12.10.
Indemnification of Officers. Except as provided in this Agreement and subject to the provisions of this Section, any Officer shall not be liable to the Company or to any other Initial Shareholder(s) for any liability, loss, cost, damage, attorney's fees, or other expenses which shall or may be incurred as a result of or in connection with any act or actions performed or taken by the Officer or by virtue of any omission of the Officer in the capacity as an Officer on behalf of the Company, and the Company shall defend, indemnify and hold the Officer harmless as a condition precedent to recovery. Such indemnity shall not extend to gross negligence, fraudulent acts or willful misconduct on the part of the Officer. Any amounts paid by the Company pursuant to the provisions of this paragraph shall be deemed to be a Company expense and shall be paid before determining profit participation.
Indemnification of Officers. (A) The Partnership shall indemnify any person who was or is a named defendant or respondent or is threatened to be made a named defendant or respondent to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal to such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding (collectively, such actions, suits, proceedings, appeals, inquiries and investigations are referred to collectively as "Proceedings" and individually as "Proceeding") by reason of the fact that such person either is or was an officer of the Partnership, or, while an officer of the Partnership, is or was serving at the request of the Partnership as a director, manager, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another domestic or foreign corporation, limited partnership, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by such person in connection with such Proceeding if it is determined that such person conducted himself in good faith, and if such conduct was in such person's official capacity as an officer of the Partnership, in a manner he reasonably believed to be in the best interests of the Partnership and, in all other cases, in a manner he reasonably believed was not opposed to the best interests of the Partnership, and, in the case of any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that if a person is found liable to the Partnership or is found liable on the basis that personal benefit was improperly received by him, the indemnification shall not be available. The Partnership may pay or reimburse expenses incurred by an officer in connection with such person's appearance as a witness or other participation in a Proceeding at a time when such person is not a named defendant or respondent in such Proceeding.
(B) The determination to be made in the preceding subsection (A) shall be made (i) by the Partnership Governance Committee; or (ii) by special legal counsel selected by the Partnership Governance Committee. A determination as to the reasonableness of expenses (including court costs and attorneys' fees) shall be made in the same manner as the determ...
Indemnification of Officers. To the greatest extent allowed by the Act, the Officers shall not be liable to the Company or any Member because any taxing authorities disallow or adjust income, deduction or credits in the Company tax returns. Furthermore, the Officers shall not have any liability for the repayment of the capital contributions of any Member. In addition, the doing of any act or the omission to do any act by the Officers the effect of which may cause or result in loss or damage to the Company, if done in good faith and otherwise in accordance with the terms of this Agreement, shall not subject the Officers or their successors and assigns to any liability to the greatest extent allowed by the Act. To the greatest extent allowed by the Act, the Company will indemnify and hold harmless the Officers and their successors, delegees and assigns from any claim, loss, expense, liability, action or damage resulting from any such act or omission, including reasonable costs and expenses of litigation and appeal of such litigation (including reasonable fees and expenses of attorneys engaged by any of the Officers in defense of such act or omission), but the Officers shall not be entitled to be indemnified or held harmless due to, or arising from, their fraud, gross negligence, bad faith or willful malfeasance. The foregoing indemnification is limited to Available Cash Flow, and nothing contained herein is intended to create personal liability for any Member.
Indemnification of Officers. The Partnership, at the direction of the General Partner, may indemnify and advance expenses to an officer, employee or agent of the Partnership or any Subsidiary to the same extent and subject to the same conditions under which it shall indemnify and advance expenses under Section 5.4(e).
Indemnification of Officers. The Company, its receiver, or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Officers (if any) relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Member or Officers in connection with the business of the Company, including attorneys' fees incurred by such Officers in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, as permitted by law.
Indemnification of Officers. (a) No Officer shall be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any act or omission performed or omitted by the Officer in good faith and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement and in the best interests of the Company; provided, that the Officer’s conduct did not constitute misconduct in the performance of its fiduciary duty to the Company.
(b) In any threatened, pending or completed action, suit or proceeding to which any of the Officer was or is a party or is threatened to be made a party by reason of the fact that it is or was an Officer of the Company (other than an action by or in the right of the Company) involving an alleged cause of action for damages arising from the performance of his duties or obligations under this Agreement, the Company shall indemnify each of the Officers against expenses, including attorneys’ fees, judgments and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit or proceeding if it had determined, in good faith, that such course of conduct was in the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the Officer shall have been finally adjudged to be liable for negligence or misconduct in the performance of its fiduciary duty to the Company by a court of competent jurisdiction. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Officer did not act in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Company.
(c) In any threatened, pending or completed action or suit by or in the right of the Company, to which an Officer was or is a party or is threatened to be made a party, involving an alleged cause of action by a Member or Members for damages arising from the activities of the Officers in the performance of management of the internal affairs of the Company as prescribed by this Agreement, or by the Law, or both, the Company shall indemnify the Officers against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of such action or suit if it acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Company, except...
Indemnification of Officers. The Member may, but need not, indemnify Officers for Covered Losses resulting from their authorized Covered Actions taken within the scope of their delegated authority as Officers of the Company.
