Indemnification of Protected Persons. To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend the Sole Member, each Manager of the Company and each officer of the Company (each, a “Protected Person”) against any losses, claims, damages or liabilities, including legal fees and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities, and any amounts expended in settlement of any claims approved by the Board of Managers (collectively, “Liabilities”), to which any Protected Person may become subject: (i) by reason of any act or omission or alleged act or omission (even if negligent) performed or omitted to be performed in connection with the activities of the Company; (ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a member, partner, shareholder, director, officer, employee or agent of any person; or (iii) by reason of any other act or omission or alleged act or omission arising out of or in connection with the activities of the Company; unless, in each case, such Liability results from such Protected Person’s own fraud, gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (McGraw-Hill Global Education LLC), Limited Liability Company Agreement (McGraw-Hill Global Education LLC), Limited Liability Company Agreement (McGraw-Hill Global Education LLC)
Indemnification of Protected Persons. To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend the Sole Member, each Manager of the Company Member and each officer of the Company (each, a “Protected Person”) against any losses, claims, damages or liabilities, including legal fees and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities, and any amounts expended in settlement of any claims approved by the Board of Managers Sole Member (collectively, “Liabilities”), to which any Protected Person may become subject:
(i) by reason of any act or omission or alleged act or omission (even if negligent) performed or omitted to be performed in connection with the activities of the Company;
(ii) by reason of the fact that it is or was acting in connection with the activities of the Company in any capacity or that it is or was serving at the request of the Company as a member, partner, shareholder, director, officer, employee or agent of any person; or
(iii) by reason of any other act or omission or alleged act or omission arising out of or in connection with the activities of the Company; unless, in each case, such Liability results from such Protected Person’s own fraud, gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (MBOW Four Star, L.L.C.), Operating Agreement (Tagworks, LLC)